Lewis, Thomason, King, Krieg & Waldrop, P.C.

Michael S. Goode

Michael S. Goode, special counsel in the firm’s Nashville office, focuses his practice on the tax, business, and estate planning needs of families and businesses. On an international level, he also assists companies and individuals with their corporate and estate planning needs, including the resolution of reporting requirements. Michael serves as a trusted advisor to governmental agencies, and both small and large companies on various taxation issues.

Michael has extensive experience in preparing estate and business succession plans for a variety of clients both large and small, including those with closely held family businesses, large retirement accounts, and complex legal issues. He works directly with advisors, banks, and trust companies to provide innovative solutions to clients’ wealth preservation needs.

Michael prepares and reviews lease agreements, contracts, estoppels, and SNDAs. He has prepared corporate and tax provisions for large merger and acquisition transactions.

Michael represented a school district before the IRS under the Voluntary Correction Program and successfully resolved its pension plan’s operational failures without penalty to the school district and he wrote new pension legislation. Michael served as the business attorney for a mid-sized Asian company purchasing its first United States factory and assisted a European executive with his foreign account reporting issues and negations with the IRS.


  • American Bar Association, member
  • Atlanta International Tax Study Group, member
  • Georgia Bar Association, member
  • Nashville Bar Association
  • Nashville No Name Tax Group, Member
  • Tennessee Chamber of Commerce, Tax Committee, member
  • Tennessee Bar Association, Estate Planning and Probate Section, Chair
  • Tennessee Bar Association, International Section Executive Council Member
  • Tennessee Bar Association, Tax Section, Immediate Past President
  • Tennessee World Affairs Council, Member
  • Tennessee Federal Tax Institute, Trustee, Board of Trustees


  • Named to The Best Lawyers in America©, Tax Law
  • Martindale-Hubbell® AV-Preeminent® Peer Review Rated
  • Georgia Super Lawyers®, Rising Star (2009, 2011-14)

Best Lawyers Award Badge

Nashville Office

424 Church Street, Suite 2500
P.O. Box 198615
Nashville, Tennessee 37219
Telephone (615) 259-1366
FAX (615) 259-1389


Colby College B.A., 1996

Northeastern University, M.S., Criminal Justice, 1997

William and Mary School of Law, JD., 2002

New York University School of Law, LL.M., Taxation, 2003

Bar Admission

Tennessee 2004

Georgia 2002

  • Business & Commercial

    We offer comprehensive representation to businesses of all types. As detailed below, our services range from helping resolve business disputes through litigation, mediation, arbitration or negotiation to offering sound legal advice upon which to base your business decisions as well as transactional representation, document preparation services and business formation and… [Read more]

    Estate Planning and Probate Law

    Lewis Thomason attorneys offer a wealth of experience in advising individuals how to plan for the future and handle the estate administration process. Our Estate Planning and Probate Law practice concentrates on a full range of estate planning instruments, including will construction, trusts, living wills, powers of attorney and other… [Read more]


    We are knowledgeable and experienced in a wide range of federal and state tax matters, and we handle cases for clients across Tennessee and United States. Our tax attorneys provide sophisticated tax advice covering such matters as individual income tax planning; complex estate planning; business tax planning; tax compliance; representation during… [Read more]

  • Representative Experience

    • Prepared a complex estate plan for a client with a net worth in excess of $50 million
    • Primary preparer of corporate opinion letters for a $200 million dollar restaurant franchise sale
    • Prepared tax sections in merger and acquisition agreements, and reviewed international issues for a multinational technology manufacturer
    • Assisted in the preparation of transaction documents for the sale of a multiple office real estate company
    • Counseled a large banking institution in the creation of policies for deceased clients
      Assisted a large retail client with business negotiations, and the preparation of legal documents for several new locations
    • In a 5-to-2 decision in favor of Mr. Goode’s client, the Georgia Supreme Court upheld a Gwinnett County court’s finding that the will left by an individual was legally valid, despite changes she made in pen. Peterson v Harrell, 286 Ga. 546, 690 S.E2d 151 (2010)
    • Assisted an Indian Company with establishing a sales office in Georgia
    • Assisted a Taiwanese company with the purchase of a factory in Georgia
    • Assisted several large school districts with 403(b) and flexible spending account issues
      Successfully negotiated one of the largest Voluntary Correction Program submissions (for the district’s pension plan) with the IRS for a large school district that resulted in a possible $3 million dollar penalty being reduced to zero
    • Wrote new pension plan legislation for a large school district that was signed into law
    • “New Tax Act Brings Major Changes to U.S. International Taxation System,” co-author with David Mittelstadt, Tennessee Bar Association, August 1, 2018
    • “Revocable Trusts: Tennessee,” Thomson Reuters Practical Law Q&A, November 20, 2017
    • “Estate and Gift Taxes Under Donald Trump: A Preview,” Law360, December 12, 2016
    • “An Overview of Important International Taxation Considerations,” The Goods, Kentucky Association of Manufacturing, July 2016
    • Estate Planning & Probate Forum 2019, Tennessee Bar Association, February 22
    • New Partnership Activity Aggregation Rules: Unpacking the “Specified Service Trade or Business” Definition. W2 Wage and Income Tests, Avoiding “Pack and Crack” Disallowances, and Claiming the 20% QBI Deduction, Strafford’s live webinar, February 2019
    • “Advance Directive Tips: Making Healthcare Wishes Explicit,” NBI, presenter, December 20, 2018
    • “199A Update,” ALI-ABA, co-presenter, October 22, 2018
    • “Section 199A: New IRS Regulations, Deductions, Limitations, Complexities and Opportunities for Pass-Through Entities,” Strafford National Seminars, co-presenter, October 11, 2018
    • “Pass Through Session,” Tax Law Forum 2018, Tennessee Bar Association, September 17, 2018
    • Producer, Tax Law Forum 2018, Tennessee Bar Association, September 17, 2018
    • “Federal Tax Classification of Series LLC,” Lorman Seminars, Nashville, Tenn., August 2018
    • “Understanding 199A,” Strafford Seminars, co-presenter, March 2018
    • “International Issues in Tax Cuts and Jobs Act,” Tennessee Bar Association, presenter, March 2018
    • “Pass Through Entities Tax Risks,” Lorman Seminars, co-presenter, February 2018
    • “International Sales and Distribution Contract,” World Trade Center Conference, Louisville, Ky., November 2017
    • “Federal Tax Classification of Series LLC,” Lorman Seminars, Nashville, Tenn., August 2017
    • “Tennessee Series LLC Basics: Liability Separation with a Single Entity,” 3rd Annual Tennessee Business Law Conference, May 19, 2017