Stephen Butler is a founding partner of the Austin office of Kirkland & Ellis. His practice focuses on the tax aspects of complex business transactions and reorganizations, with a particular concentration on private equity and real estate fund formation, infrastructure and energy investments, REITs and real estate joint ventures, mergers and acquisitions, and bankruptcy restructurings. In addition to his work with domestic clients, he works extensively with non-U.S. institutional investors, including several confidential large sovereign wealth funds.


Thought Leadership


“Infrastructure REITs: A Tax Code Patch to Fill America’s Potholes,” co-authored with Ryan Phelps for Tax Notes (May 6, 2019)

“US Income Tax Reform and the Impact on Real Estate,” co-authored with Paul Hendrickson for AFIRE News, Issue 2 (2018)

“The Fractions Rule and Real Estate Joint Ventures,” co-authored for Thomson Reuters Real Estate Taxation (2nd Quarter 2017)

“Proposed IRS Regulations on Management Fee Waivers May Adversely Impact Real Estate Fund Managers,” co-authored for PREA Quarterly (Fall 2015)

Martin D. Ginsburg & Jack S. Levin, Mergers, Acquisitions, and Buyouts (updated semi-annually) (contributor)

Stephen Butler, Comment, Headwinds to a Clean Energy Future: Nuisance Suits Against Wind Power Projects in the United States, 97 Cal. L. Rev. 1337 (2009).


Energy, Climate, ESG, Environmental and Tax Matters in the First 100 Days of the Biden Administration,” Kirkland Webinar (2021)

“Innovative and Tax-Efficient REIT Structures for the Midstream Sector,” Midstream REIT Seminar, Houston (2020)

"Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations and Distributions, and More," Strafford Publications, Inc. Webinar (2019)

“Private Equity Fund Restructurings: Due Diligence, Sponsor Fiduciary Concerns, Key Deal Points for New Investors,” Strafford Publications, Inc. Webinar (2018)

“Tax Reform Overview,” Cornell Real Estate Club, New York, New York (2018)

“Tax Reform Under the New Administration,” Financial Executives Alliance, San Francisco, California (2017)

“Minimizing IRS Scrutiny of Private Equity Management Fee Waivers: Structuring Defensible Waiver Agreements,” Strafford Publications, Inc. Webinar (2017)

Chairman, “Real Estate Joint Ventures,” Strafford Publications, Inc. Seminar, New York, New York (2017)

“The 'Fractions Rule' in Partnership Agreements: Drafting Section 514(c)(9)(E) Compliant Allocations,” Strafford Publications, Inc. Webinar (2016)

“Structuring and Negotiating LBOs,” University of Pennsylvania, Wharton School of Business, Private Equity/Venture Capital Seminar (2016)

Moderator, “Taxes, Structures and Other Considerations,” AFIRE Conference on “Australian Waves on Foreign Shores,” Melbourne, Australia (2016)

“Canadians on the Offensive — Tax Efficient Investments into U.S. Real Estate Markets,” NAIOP Commercial Real Estate Development Association Webinar (2014)

“Charity Checkpoints — Legal Steps to Forming a 501(c)(3) in Illinois,” The Law Project Emerging Nonprofit Certificate of Training Program (2014)

“Drafting Tax and Economic Provisions in a Partnership or LLC Agreement,” Chicago Bar Association, Committee on Business Law — Documentation Best Practices (2013)

“FATCA — A Survival Guide for Derivatives Practitioners,” Chicago Bar Association, Futures and Derivatives Committee (2012)


Recipient, Kirkland & Ellis Pro Bono Service Award

Memberships & Affiliations

Yale Alumni Real Estate Association

Urban Land Institute

American Enterprise Institute — Enterprise Club

Chair of Associates Board, Ladder Up Tax Assistance Program (2014–2015)

Yale Club of Chicago, Board of Directors (2010–2013)


Admissions & Qualifications

  • Illinois
  • New York
  • Texas


  • English
  • French


  • University of California, Berkeley, School of LawJ.D.2009

    Order of the Coif

    Jurisprudence Prizes in Corporate Tax, International Tax, and Comparative Private Law

    Prosser Prizes in Partnership Tax, Bankruptcy Reorganization and Corporate Finance, Securities Regulation I, and International Law

    Member, California Law Review

  • Yale CollegeB.A., Historycum laude, with Honors2006

    John Addison Porter Prize in American History for Senior Essay