The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Martine Seiden Agatston is senior counsel in Proskauer’s Los Angeles office. Her practice focuses on general tax matters, including domestic and international transactions. Martine’s work covers U.S. and cross-border financings, debt and equity capital markets transactions, complex M&A, and corporate restructurings, as well as representation before tax authorities. She has also acted for real estate investment trusts, regulated investment companies (including business development companies), and other regulated investment entities on transactional matters.
Describe your practice area and what it entails.
I have a broad transactional tax practice that spans a wide range of matters. In recent years, my work has focused primarily on private credit, restructuring and bankruptcy, regulated investment companies, real estate, and M&A. In general, I advise on structuring transactions to ensure they are both tax-efficient and compliant with the law while also negotiating with counterparties on tax-related aspects of deals.
As a transactional tax lawyer, I’m involved in nearly every stage of a deal, from early structuring discussions and drafting term sheets to reviewing various deal documents and advising on post-closing issues that may arise. This often means analyzing how different structures impact tax out-comes for sponsors, lenders, or investors and helping clients balance competing goals like efficiency, flexibility, and risk management. I also work closely with colleagues across practice groups to ensure that the business needs of the client are being met.
What types of clients do you represent?
Because of the breadth of my practice, my client base ranges significantly. In the private credit and restructuring space, I represent large asset managers such as MidCap and Blue Owl. In the M&A space, it varies widely from individuals who started their own businesses to long-standing companies. I also represent investors or funds looking to set up both private and publicly offered registered investment companies, such as business development companies, as well as real estate investment trusts.
What types of cases/deals do you work on?
It’s a wide variety and has changed over the years as the market and economy have evolved. For example, in the past few years, I’ve been busy with private credit restructurings, where I am generally representing a creditor taking over a company that has defaulted or is about to default on its loan, such as the Red Lobster bankruptcy. In the registered funds space, we’ve been seeing a lot of interest in 40 Act funds focused on secondaries investments, as well as private business development companies. New loans have been picking up recently as well.
How did you choose this practice area?
I spent a lot of time at 1L networking events talking to associates and partners at different firms about their practices and what they enjoyed about them. Tax stood out because of the variety of work and the problem-solving aspect. As a summer associate, I took advantage of Proskauer’s open market summer program, which lets you take assignments across practice groups or focus entirely on one area. I did mostly tax assignments but also tried a few corporate assignments and workshops, which confirmed that I wanted to join the tax group.
What is a “typical” day like and/or what are some common tasks you perform?
A combination of contract drafting, research, writing (anything from an email to clients or a long-form memorandum), and calls. Calls can be with my corporate colleagues, with other members of the tax department, with accounting firms, with a client (who may or may not specialize in tax), or with the counsel for a counterparty to the transaction. What’s interesting about tax is that we do both research and long-form writing (similar to litigation) but also contract drafting (similar to a corporate practice).
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Taking a wide variety of Tax classes during law school is helpful for establishing the basics and becoming familiar with the vocabulary (and the many acronyms) of the practice. I would also suggest taking some basic Corporate Law classes so that you understand the broader structure of the transactions you will be working on. For example, a class on M&A or bankruptcy. Having a basic background in the structure of a transaction will help a tax lawyer understand how their role can augment and strengthen the client’s business needs.
Outside of technical knowledge, a good tax lawyer also needs strong communication skills, both in writing and speaking. A huge part of this job is being able to translate between the technical tax code and the needs of clients, deal teams, and other non-tax colleagues. You have to take something dense and abstract and make it clear, practical, and useful. At the same time, you need to be able to take commercial goals, business terms, and client priorities and express them in a way that fits within the tax rules. Doing that well is often what actually makes a deal work.
What is the most challenging aspect of practicing in this area?
Tax law, more than any other area, is constantly evolving. Sometimes that takes the form of a large tax bill; other times, it’s the release of new regulations, court cases, or rulings. On the one hand, this keeps things interesting and dynamic; on the other hand, it also means you must continuously learn and adapt to stay ahead of developments. The challenge is balancing that constant change with the need to give clients clear, practical advice when the law itself might not be entirely clear or decided.
What do you like best about your practice area?
I like the variety of work and assignments. Rather than just doing the same thing over and over, you get to do a little bit of everything from research to drafting. Sometimes you’re having a highly technical call with other tax practitioners, and other times, you’re trying to simplify a complex topic into tangible business concerns. I also like how collaborative it is. Tax touches everything, so I get to work with colleagues across the firm (M&A, private credit, real estate, restructuring) as well as closely with the rest of the tax group.
What misconceptions exist about your practice area?
The first is that we are accountants or work a lot with numbers. We do not file tax returns; we are generally wrestling with the rules of the tax code and other authorities rather than applying them to specific numbers. The other major misconception is that tax is a much more leisurely area of practice than others. I’d never recommend choosing tax because you’ve heard it’s less work; choose it because you like the way it makes you think through complex issues.
As a junior attorney, how did you learn the ins and outs of the tax code so that you could hit the ground running on your clients’ complex issues?
The best way to learn tax is by doing it. Working on live matters with more-senior lawyers teaches you not just the law but also how it actually plays out in practice and what’s considered market standard or reasonable. However, some background basics can provide a helpful foundation. I started by taking law school tax classes, followed by earning my LL.M. in tax law, which I finished while practicing. That gave me exposure to many of the basics, from bankruptcy tax to international tax. Our department also has several training programs for the tax group, some of which focus on associates and others that are targeted at the entire department, including the most-senior partners.