The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Susanna E. Parker’s practice focuses on tax matters. She advises clients on a broad range of tax matters, with an emphasis on fund formation and funds-adjacent matters. She also works on a variety of other transactions, including partnership issues, domestic and international acquisitions and divestitures, joint ventures, financing transactions, and private client matters. Susanna joined the firm in 2009, became counsel in 2019, and became partner in 2023. From 2001 to 2006, she worked in investment banking and venture capital evaluating investment opportunities.
Describe your practice area and what it entails.
My practice entails advising clients in a broad range of tax matters. I have a “major” on tax matters relevant to fund formation and funds-adjacent matters, including upper tier tax matters and transactional matters, as well as LP representations. I also work with clients and my corporate colleagues on a variety of other transactions and advisory matters, including partnership issues, domestic and international acquisitions, joint ventures, financial transactions, and private client matters.
What types of clients do you represent?
I represent a range of clients in the private funds industry. In 2023, I worked on fund formation matters for a variety of clients, including Sixth Street, TPG, KKR, and Brookfield Asset Management. I also worked on transactional matters for many of the same, as well as Coller Capital, Viking Global, and Sequoia Capital.
What types of cases/deals do you work on?
I am fortunate to have the opportunity to work on a broad range of transactions with a variety of clients. I have worked with established private equity sponsors on new vintages of their marquee funds and also on developing structures for new strategies and business lines. I have also worked with sponsors that are setting up inaugural funds or joint ventures. My clients pursue a broad range of investment strategies (each with specific tax considerations), including traditional private equity investing, as well as credit, hedge, venture capital, and hybrid strategies. It is rewarding and exciting to see such a broad slice of the market.
How did you choose this practice area?
I worked in investment banking and then a venture capital firm on the business side, before going to law school. In my 1L year of law school, I had an opportunity to take an elective and I took tax. I really enjoyed that it was code-based and it reminded me of chemistry (which I studied in college). Tax can often be like a big puzzle—you have a variety of pieces and need to fit them together. It was (and still is) well suited to my personality; I enjoy how challenging the work can be. It is the right balance of solitary undertaking (research) and collaborative effort (really understanding our clients’ business objectives and how we can help to achieve them).
What is a typical day like and/or what are some common tasks you perform?
I am always hoping that I will have a “typical” day, but I don’t think there is one. We spend a good amount of time talking to clients—understanding what they are trying to achieve from a business perspective, assessing what are their tax sensitivities, and then advising them of the various options they may have at their disposal to pursue a particular strategy or transaction. A lot of work goes into preparing for those discussions—first and foremost, reading and understanding the Code and the Regulations as well as other relevant guidance, which informs the advice we give to our clients. I also spend a good amount of time reviewing agreements—partnership agreements, side letters, transaction agreements—discussing them with my corporate colleagues, and then negotiating them with opposing counsel.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
For law students that are interested in pursuing a career in tax, I would recommend taking tax classes. It is helpful to have some sense of the vocabulary when you start practicing and also to have a general idea of the tax landscape. For example, how does the U.S. generally tax non-U.S. persons? Or what is the difference between realization and recognition? There is a very steep learning curve whether you’ve taken tax or not, but I do think it is less intimidating if the jargon doesn’t feel entirely foreign. I also think it is helpful to take a variety of corporate classes (like Corporations Law and Securities Regulation) because that will be relevant to the transactions we are working on, and I think the work is more interesting, and the work product is better, if we all are able to appreciate the broader legal landscape that impacts our clients’ businesses.
It is helpful to establish a habit of always reading the tax and business news. One of the thrilling aspects of practicing tax is that it is not static—laws change, administrative guidance evolves, case law is developed. It is important to stay on top of it all. Reading the business news is also helpful because it helps to frame what we do in a broader commercial context—even if you are not working on a transaction that is mentioned, your clients are reading about it and often will be asking about similar strategies.
What is the most challenging aspect of practicing in this area?
Tax as a subject matter can be very challenging. There often isn’t a clear answer. People don’t like to hear “no” or “you’ll pay tax” so part of the challenge is describing what are the variety of options, the risks involved, and how to weigh those risks. Also, tax is vast and ever-changing. There is simply an enormous amount of material to master.
What do you like best about your practice area?
I like the variety and the complexity. Even though I spend most of my time supporting our private funds practice, there are always new questions, new angles, and new problems. It would be boring (for me) to have the same set of questions to answer every day. I like how unpredictable it can be.
What misconceptions exist about your practice area?
Tax lawyers are not tax accountants. Many tax lawyers come from an accounting background, but this is not a requirement! I studied chemistry in college, and I have colleagues that studied history, philosophy, political science, and other subject matters. I think tax people generally are not scared of numbers and are willing to understand accounting concepts (where relevant), but we are not accountants.
What are some typical tasks that a junior lawyer would perform in this practice area?
Tax matters are typically (at our firm) thinly staffed—there is no hiding! Junior lawyers should master and own the facts. I encourage them to make friends with their corporate colleagues so that they are “in the know”—transactions can change very quickly and our tax analysis will depend on the facts, so it is helpful for the senior lawyers if the junior lawyers are keyed into what is going on, in real time. Junior lawyers will also spend time doing research and learning about tax more generally. We should all always be working to expand our substantive knowledge, but this is especially true for junior lawyers as they deepen their understanding of tax law. We try to expose all of our junior lawyers to a variety of capital markets transactions as well, which helps to give them familiarity with some key tax rules, as well as drafting disclosure and negotiating terms with counterparties.