Michael J. Grace is a partner in the Washington, D.C. office of Lewis Brisbois and a member of the Corporate Practice. Both a lawyer and a certified public accountant (CPA), Michael focuses on tax law.  For decades he has helped clients pay the legally required minimum amount of federal, state, and local taxes in a broad range of transactions, tax controversies, tax planning, structuring, and restructuring matters.

By representing clients and serving in government, Michael has attained a reputation for leading expertise on the taxation of passthrough entities (including limited liability companies, partnerships, and S corporations) and their owners.  At the IRS Office of Chief Counsel (National Office) in Washington, DC, Michael played a significant role legislatively developing and administratively interpreting the Passive Activity Limitations and associated rules in the Tax Reform Act of 1986 attacking abusive tax shelters.

Besides offering expertise in partnership taxation, Michael is equally facile with taxation of corporations.  He routinely structures transactions using combinations of corporations, passthrough entities, and tax-disregarded entities.

Michael's expertise does not stop at the water’s edge of the United States.  He has represented both US persons seeking to expand or invest overseas ("outbound" transactions) and non-US persons seeking to expand or invest in the United States ("inbound" transactions).

Michael also has advised clients on structuring various forms of non-cash equity compensation including incentive stock options, nonqualified stock options, and capital and profits interests in partnerships and limited liability companies.

Active throughout his legal career in the American Bar Association Section of Taxation, Michael once chaired its Real Estate Committee.  He has presented at significant tax conferences and published in preeminent tax publications including the Journal of Taxation, Bloomberg BNA, Tax Analysts, and Wolters Kluwer (CCH).


Certified Public Accountant (CPA)

Foreign Languages


Legal-Related Experience

  • Director, Graduate Tax and Securities (LL.M.) Programs, Georgetown University Law Center, 2003-2005
  • Senior Manager, Ernst and Young National Tax Department, 1992-1996
  • Senior Attorney-Advisor, IRS Office of Chief Counsel (Legislation and Regulations Division (L&R)) and Office of Associate Chief Counsel (Passthroughs and Special Industries (PSI)), 1985-1990

Professional Presentations

  • Co-Presenter, “Strategies for Businesses to Generate Cash & Pay Less in Taxes Under the CARES Act,” May 1, 2020 (view this webinar below)


  • State Bar Admissions
    • District of Columbia
  • Other Admissions
    • United States Tax Court


District of Columbia


  • American Bar Association Section of Taxation; Chair, Real Estate Committee, 2001-2003
  • American Academy of Attorney-CPAs
  • Pastoral Council, St. Stephen Martyr Roman Catholic Church, Washington, DC
  • Finance Council, St. Dominic Roman Catholic Church, Washington, DC
  • Park and Recreation Commission, Arlington, Virginia
  • United States Tennis Association
  • Arlington County Tennis Association

Awards & Honors

  • AV Preeminent Peer rated by Martindale Hubbell for highest level of professional excellence
  • Special Act Awards (1987, 1988); Sustained Superior Performance Award (1989), IRS Office of Chief Counsel (National Office), Washington, DC
  • “Best Lawyers in America,” Tax Law, 2022


University of Michigan Law School

Juris Doctor, 1981

University of Illinois at Urbana-Champaign - College of Business

Bachelor of Science in Accountancy, 1976

arrow Back to Attorneys