The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Victor Hollender advises on a wide range of U.S. and international tax matters, including public and private M&A, divestitures, joint ventures, cross-border financings, restructurings, spin-offs, initial public offerings, and complex capital markets transactions. In recognition of his work, Victor has been recognized in ITR World Tax, honored in Chambers USA as one of the country’s leading tax practitioners, and selected as one of Lawdragon’s 500 Leading Dealmakers in America and 500 Leading Global Tax Lawyers. He serves as Chairman of Skadden’s editorial board, overseeing all external content.
Emily M. Lam counsels clients on a broad range of tax controversy matters, focusing on complex audits and appeals, closing agreements, and creative resolutions of tax disputes. In recognition of her work, Emily has been honored as a leading tax lawyer numerous times, including in Chambers USA, The Daily Journal, The Legal 500 U.S., Euromoney’s Women in Business Law Expert Guide, Expert Guides: Guide to the World’s Leading Tax Advisers, International Tax Review, and Lawdragon’s 500 Leading Global Tax Lawyers. Emily previously served as an attorney adviser in the Office of Tax Policy at the U.S. Department of the Treasury.
Describe your practice area and what it entails.
Emily: I am a tax controversy lawyer with an administrative practice, which means I represent clients in disputes with tax authorities like the IRS, Department of the Treasury, and California Franchise Tax Board. A large part of my practice includes audits, appeals, and voluntary disclosures (when clients discover a tax error). I resolve most of my matters through administrative process rather than going to court. In addition, I counsel charities and nonprofits on charitable giving, an aspect of my practice that spans both billable and pro bono work. I also advise high-net-worth individuals and corporations on charitable planning and philanthropy.
Victor: My practice is broad and focuses on transactions encompassing cross-border and domestic mergers and acquisitions, spinoffs, tax planning, and occasionally, controversy work. I advise clients on structuring deals and solving complex tax problems that arise in the course of transactions. My clients’ needs are always evolving and diverse, so I am regularly presented with new and complex tax issues, which keeps my practice interesting. I have also counseled on pro bono matters for a variety of organizations, including museums, nonprofits, and arts foundations.
What types of clients do you represent?
Victor: I work with a diverse group of clients, including asset managers and financial institutions, across a number of industries. My clients include public companies, hedge funds, private equity funds, and sovereign wealth funds. I also represent ultra-high-net-worth family offices. It’s a broad mix, which keeps my work interesting and allows me to tackle a wide variety of legal challenges.
Emily: My clients include major Silicon Valley technology and biotech companies, financial institutions, and high-net-worth individuals. I also work extensively with tax-exempt organizations, such as charities and foundations.
What types of cases/deals do you work on?
Victor: My work centers on major, often cross-border, M&A transactions and complex tax planning matters. I am involved in structuring deals, negotiating tax provisions in transaction documents, and advising on the tax implications of various business activities. The scope of my work varies widely, from straightforward matters to highly intricate transactions, depending on what each client requires.
Emily: I mostly focus on IRS and state tax audits, administrative appeals, and voluntary disclosures. A lot of what I do happens behind the scenes, where I provide strategic advice to clients dealing with IRS-related matters. I also spend a good amount of time on hazard and risk analysis, which means I help clients understand how the IRS might view or challenge their positions. My work isn’t usually focused on traditional deals; when I do get involved in deals, they often have a significant tax-exempt or charitable component.
How did you choose this practice area?
Emily: Coming out of law school, I had a wide range of interests. Skadden’s tax practice stood out to me because of its breadth: There were opportunities to work on transactional, controversy, international, and specialty tax-related matters, as well as litigation and planning, all within this one practice area, which was really appealing. I decided to try it, and as I began my career, I discovered a genuine passion for controversy work. I enjoyed the challenge of administrative advocacy, and working closely with mentors at the firm helped guide me at the start of my career.
Victor: Tax was the one area that called to me while I was in law school and when I was a summer associate at Skadden. You’re lucky as a lawyer and in life when something speaks to you. You either really love tax or you’re indifferent to it. When I talk to law students, I often see that some are immediately drawn to tax, and for those people, it becomes a passion.
What is a “typical” day like and/or what are some common tasks you perform?
Victor: My typical day is dynamic and collaborative and involves discussing ongoing transactions with colleagues, advising clients on complex planning, and partnering with team members to address various matters. I spend a lot of time developing innovative solutions for my clients’ challenging issues, as well as reviewing agreements and participating in negotiations.
Emily: Like Victor, my day-to-day work is quite collaborative and fast-moving. I spend a great deal of time meeting with clients and colleagues. Our clients expect quick turnarounds, so when I am not in meetings, I am often drafting requested items, reviewing materials that my team has prepared, and responding to clients. I also dedicate considerable time to staying abreast of the latest developments in the tax code and regulations; even as a seasoned tax professional, it is really important to make time to review the tax code regularly.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Emily: If you know you want to pursue tax law, take as many substantive Tax classes as you can, but also make time for other non-Tax classes that interest you. The great thing about tax law is that there are a lot of CLE classes and LL.M. courses available, so it is easy to find opportunities to broaden your knowledge. Most importantly, once you’re practicing, take time to discuss your research with colleagues, ask questions, and try to pinpoint the important questions to ask; collaborating with and learning from others is a great way to develop your skills.
Victor: As Emily mentioned, taking advanced Tax courses in law school, such as International Tax, Corporate Tax, Partnership Tax and Financial Products, will allow you to hit the ground running once you join a tax practice. We are also seeing more AI being used in our work, and junior attorneys now have a much more powerful tool to aid them in their research. The more skillful you are in using it, the more useful the end result.
What do you like best about your practice area?
Emily: The best part is the people I work with. Tax is a highly technical field, and while the tax code provides clear rules, our work often requires navigating gray areas. We draw on our collective judgment, experience, and critical thinking to guide clients through challenges. In addition, we consult with each other, kick issues around, and debate them. For me, that’s both intellectually stimulating and comforting.
What misconceptions exist about your practice area?
Victor: Tax law is not merely about numbers and formulas; it’s about solving complex, conceptual problems; finding creative legal solutions; and understanding how the law applies to unique and often challenging situations. In this field, there is a lot of opportunity for creativity, which opens the door to a lot of critical thinking, collaboration, and creative problem-solving.
What are some typical tasks that a junior lawyer would perform in this practice area?
Emily: At Skadden, junior tax associates gain significant experience researching and drafting items. We also work with our junior associates to start stretching in terms of how they analyze issues. I operate in a very consultative manner, so after I ask junior lawyers to research an issue, we’ll take time to consider both sides of the issue, how to interpret the authorities, and approaches for preemptively addressing the opposing side’s counterarguments, among other topics.
Victor: Junior attorneys are exposed to a variety of matters early at Skadden, which accelerates their learning and development. They are often involved in major matters with real deadlines, which provides invaluable hands-on experience. Their work might include researching issues, assisting in structuring a transaction, reviewing and marking up agreements, and observing how provisions of agreements are negotiated.
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?
Victor: Tax legislation is constantly evolving, whether at the statutory or regulatory level or because of developments in case law, and we must keep on top of it. I learned by working on live matters with real deadlines and complex issues. Having a difficult issue arise under a time crunch is invaluable. The issues are likely going to be complicated, and there will be unfamiliar rules you will have to learn quickly, but that is the best type of experience.
Emily: I pursued an LL.M. in tax, which was really helpful to my development as a tax lawyer. In addition, targeted CLEs on the tax code were useful. But for me, one of the best ways to get comfortable with the tax code was to engage with my colleagues. Don’t be afraid to ask more-senior lawyers questions and regularly open the floor for discussion as issues arise. Of all the resources that have helped me in my career, my colleagues have been the most valuable.