The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Michael Conroy is a tax partner in the Chicago office of Kirkland & Ellis. Michael provides comprehensive tax planning and guidance to individuals, as well as private and public companies, in all aspects of business and investment activities. His practice focuses on the tax aspects of mergers, acquisitions, leveraged buyouts, joint ventures, recapitalizations, and both partnership and corporate restructurings. Beyond his transactional practice, Michael represents private investment funds and their sponsors with respect to fund formations, secondary transactions, and investments in fund sponsor groups.
Michael completed his LL.M. in taxation (with honors) at the Northwestern University School of Law, his J.D. (with high honors) at the University of Iowa College of Law, and his B.A. (with honors) at Tufts University. Prior to attending law school, Michael taught high school math in the Rice and Duck Capital of the World (also known as Stuttgart, Arkansas) through Teach For America.
Natalie Packard is a tax associate in the New York office of Kirkland & Ellis. She has a broad-based practice, focusing on the tax aspects of both domestic and cross-border mergers, acquisitions, joint ventures, and spin-offs. She also advises on the tax aspects of forming private funds and restructuring.
Natalie received a B.S. in psychology from Brigham Young University and graduated from the Sandra Day O’Connor College of Law at Arizona State University.
Describe your practice area and what it entails.
Michael: My practice focuses on the tax aspects of complex business transactions. I represent private investment funds and their sponsors with respect to the tax aspects of fund formations, secondary transactions, and investments in fund sponsor groups. I also work with high-net-worth individuals and families in forming family office investment vehicles.
In the context of any particular matter, I advise clients on a wide range of tax matters ranging from the development and implementation of transaction steps to negotiating the tax provisions of definitive documents and advising on post-closing tax integration matters.
Natalie: Tax touches all other practice groups in the firm, making it an extremely varied and interesting practice. Our primary goal is to help create tax-efficient structures for our clients whether in the M&A, fund formation, or restructuring context.
What types of clients do you represent?
Michael: Kirkland’s sophisticated and diversified tax practice gives me the opportunity to work with a variety of clients across industries, with a particular focus on the representation of private equity funds. Examples of recent clients include Thoma Bravo, Sycamore Partners, Valor Equity Partners, Shore Capital Partners, Dunes Point Capital, Kinderhook Industries, Fort Point Capital, and Summit Partners.
Natalie: We get to represent all types of clients that come to the firm. I’ve represented several private equity firms, public and private companies, hedge funds, and banks.
What types of cases/deals do you work on?
Michael: Kirkland often works on large, headline-grabbing transactions, though it does not limit itself to such matters. Kirkland develops longstanding client relationships and partners with clients to service all aspects of their transnational needs, regardless of size. The tax group leanly staffs transactions, affording young lawyers the opportunity to develop meaningful client relationships and assume significant responsibility earlier in their careers.
I work on a wide variety of complex business transactions and private fund matters, with transaction sizes ranging from $100 million to $10 billion. Recent examples include a sponsor-backed take-private acquisition, a private equity fund in its acquisition and disposition of multiple portfolio companies, a private equity fund sponsor in fundraising for its flagship growth equity fund, a multi-asset continuation fund, and private equity principals in the recapitalization of their fund holding vehicles.
Natalie: We advise on fund formation, M&A, restructuring, and other types of deals. Some tax lawyers choose to focus their practice, while others prefer maintaining a broader tax practice. As an associate, I’ve been able to work on a variety of deals, including large public M&A deals for energy companies and luxury brands, private equity M&A deals, multinational fund formation deals, and liability management deals for distressed companies.
How did you choose this practice area?
Michael: I fully expected to practice corporate law, but thanks to a tax class with Andy Grewal at the University of Iowa College of Law, I fell in love with the challenge of solving and developing creative solutions to difficult problems. At Kirkland, my tax practice has proved rewarding as it requires practitioners to engage in in-depth legal analysis while striving to solve complex issues. Moreover, since tax laws are relevant to virtually every transaction, regardless of industry, there is variety in the issues that come across my desk, which means I am constantly learning.
Natalie: I stumbled upon tax when I was networking as a first-year law student. I met a tax lawyer who convinced me to take at least one tax class before graduating, solely because it would be “the only practical class law school offers.” I loved the class and wound up with several mentors in tax before I even started at Kirkland. By the end of my summer associate experience at the firm, joining the tax group was an easy decision for me.
What is a “typical” day like and/or what are some common tasks you perform?
Michael: Each day brings new and unexpected challenges, though there are some common themes to the life of a tax lawyer. A typical day consists of research and analysis regarding a complicated tax problem, advising clients or my corporate colleagues as to how a transaction should be structured, reviewing and revising the tax provisions of various transactional documents (e.g., a merger agreement, fund limited partnership agreement, or joint venture agreement), and various conference calls with clients and opposing tax counsel.
Natalie: Every day is very different in tax, but common tasks as a junior associate include drafting tax provisions for purchase agreements, joining meetings with the client to discuss structure alternatives, and researching a tax issue that has come up in a deal.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Michael: I recommend taking as many tax classes as your law school offers, with the key ones being Basic Federal Income Tax, Corporate Income Tax, Partnership Tax, and International Tax. I’d also recommend taking a class or two on corporate transactions as it is critical for a tax lawyer to understand the commercial and corporate aspects of a deal to ensure it is structured appropriately. Otherwise, take courses that interest you and that will help develop your research, writing, and analytical skills.
Natalie: I recommend taking every tax class your law school offers, as well as any course that touches on corporate law. Any class that is “code” based, such as Secured Transactions or Bankruptcy, would be helpful in becoming more comfortable with the Internal Revenue Code.
What misconceptions exist about your practice area?
Michael: One misconception is that, as a lawyer, I must spend a decent amount of time in the courtroom. Kirkland has an outstanding tax disputes team that we bring in for audits and litigation tax matters, which means I can focus on my transaction tax practice. Another misconception is that my practice must be busy around tax-filing deadlines. Although I work closely with accountants in my practice, the practice of tax law is not the same as tax accounting.
Lastly, and perhaps most importantly, transactional law is stagnant. Untrue. The practice of law, and tax in particular, involves constant learning and development. Every day, I’m building new skills, seeking new and creative ways to solve problems, and advancing my practice.
Natalie: I was surprised to learn that you don’t need a finance or tax background to be a tax lawyer. I studied psychology as an undergraduate student, and yet, I’ve found tax law to be engaging and intellectually fulfilling.
What is unique about your practice area at your firm?
Michael: Kirkland’s tax attorneys are integral to our client teams, and being part of a top global law firm allows me to engage in a diverse array of matters. Our work can involve advising clients on multinational tax issues for cross-border transactions, tax-free spin-offs and reorganizations, M&A, and much more. What I value most about our tax practice and the firm is the collegial and collaborative environment we cultivate. Tax attorneys across the firm work together seamlessly to deliver sophisticated, timely, and effective solutions for our clients.
Natalie: Kirkland’s tax group offers a litany of formal and informal training opportunities, which is critical for a practice that is as complex as tax. We also have one of the largest tax groups of any firm I know, resulting in an extremely collaborative work climate and a large variety of corporate tax work.
What kinds of experience can summer associates gain at this practice area at your firm?
Michael: Summer associates can expect to work directly and meaningfully with tax associates and partners on active matters. Summer associates will engage in substantive work, including researching and analyzing complicated issues, reviewing and revising the tax provisions of various transaction agreements, and participating in negotiations with opposing tax counsel. At the end of the summer, you’ll have a comprehensive understanding of the Kirkland & Ellis tax practice.
Natalie: Summer associates at Kirkland truly gain first-hand experience. There will be days when you’re on calls with partners and clients discussing tax issues followed by discussions with the partner to answer any questions. Other days you’ll research tax issues or review various documents applicable in any given deal.
What are some typical career paths for lawyers in this practice area?
Michael: At Kirkland, given the vast nature of our client mix, you can become as specialized or as broad as you want. For example, we have lawyers that specialize in M&A transactions, fund formation matters, real estate transactions, tax credit transactions, bankruptcy and restructuring matters, tax controversy/litigation matters, or some combination thereof. Young lawyers are given the opportunity to work on a wide variety of matters early in their career and may specialize as they progress in their careers. Given our unique and broad skill set—as tax attorneys are involved in a broad range of transactions—many pivot and find success in advisory positions, academia, government, and in-house.
Natalie: The opportunities for tax attorneys are vast, ranging from in-house counsel roles at large corporations, private equity firms, or hedge funds to positions at boutique accounting firms or in government and policy work. Our skills are both transferable across various practice areas and highly sought after, enabling us to shape our career paths in diverse and meaningful ways.