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Overview

In larger firms, tax attorneys generally divide into one of two areas: transactional tax and tax controversy. Transactional tax attorneys counsel clients on tax issues that may arise in M&A and other transactions and advise on how to structure entities and transactions so as to lessen tax burdens. Tax controversy attorneys advise clients involved in audits and litigation involving tax issues. Tax attorneys often will earn an LL.M. in tax either immediately after law school or after a few years of practice. The work can often be deadline intensive, as tax lawyers are often called upon near the end of a transaction. Tax lawyers must keep up with complex and ever-changing laws and regulations at the federal and state levels that affect their work and generally do not have a tremendous amount of client interaction.

Featured Q&A's
Get an insider's view on working in Tax from real lawyers in the practice area.
Susanna Parker, Partner—Tax
Cleary Gottlieb Steen & Hamilton LLP

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.

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.

Bradford E. LaBonte, Partner—U.S. & International Tax • Michael Hilkin, Counsel—State & Local Tax
McDermott Will & Emery

Describe your practice area and what it entails.

Bradford: I advise clients on international and corporate tax planning. This can include structuring cross-border M&A transactions, post-acquisition integration, internal restructurings, and day-to-day advice on technical international tax matters.     

Michael: As a state and local tax (SALT) attorney, I help my clients understand the variety of tax consequences of their day-to-day business. For example, for state/local income tax purposes, I help companies understand how to determine their taxable income under specific state/local laws, while for sales tax purposes, I help companies understand which products they sell or services they provide are subject to tax—requiring the client to collect sales tax from their customers. I also advise my clients regarding nationwide legislative changes that may impact their tax responsibilities. And if my clients are assessed tax on the basis that they miscalculated their liabilities, I represent them before administrative and judicial bodies to defend their originally claimed positions in their tax filings. 

What types of clients do you represent?

Bradford: I represent U.S.- and non-U.S.-based multinational corporations and investment funds. 

Michael: I represent numerous Fortune 500 companies (with a focus on the technology, healthcare, and financial sectors) and high-net-worth individuals. 

What types of cases/deals do you work on?

Bradford: Most of my matters involve cross-border aspects of M&A transactions and internal restructurings.

Michael: In the tax controversy realm, many of my cases involve challenges to the application of a jurisdiction’s tax law to my clients, applying principles of the U.S. Constitution and federal law. The Commerce and Due Process Clauses of the U.S. Constitution have been interpreted by the U.S. Supreme Court to place limitations on a state’s ability to require businesses to pay taxes. For example, under these principles, a jurisdiction may only tax the income that may be treated as having been earned within the taxing jurisdiction. While states/localities have a lot of leeway to create their own rules under these principles, sometimes a jurisdiction’s law oversteps constitutional boundaries—I help my clients present their constitutional cases to administrative and judicial bodies.

How did you choose this practice area?

Bradford: I found my first two tax classes in law school to be very engaging, so I decided to take a tax-focused internship at the California DOJ. That led to more tax classes, an internship at the IRS Office of Chief Counsel, and volunteer work at a low-income taxpayer clinic. Tax law is incredibly interesting and complex, and seeing talented lawyers apply concepts in practice made it clear that tax was the choice for me. 

Michael: I started as a federal transactional tax attorney because my tax classes were my favorite in law school. I made the transition to state and local tax because I competed on my intercollegiate speech team and I missed the opportunity to engage in formal argumentation—at the time I made the transition, there were excellent opportunities to join SALT practices focusing on litigation/controversy (and there still are today!). 

What is a typical day like and/or what are some common tasks you perform?

Bradford: A typical day involves a combination of meetings, research, and drafting tax analysis.  Planning for major transactions involves a significant amount of coordination among clients and advisor teams (legal, tax, accounting, finance, etc.) across multiple jurisdictions, and external calls and meetings will include some combination of client and advisor team members. Internal calls and meetings focus on coordinating our workstreams and working through technical issues. I also keep up to date on new tax developments; my clients expect me to understand these developments and explain the implications.   

Michael: On any particular day I am likely to work on at least a few different matters, meaning I always have something to keep me engaged. Much of my schedule is driven by the time of the year and the matters before me. During the first months of the year, many of my days include a review of new tax legislation that may be relevant to my clients, and calls/discussions with those clients about how such legislation may impact them. Depending on where any of my tax controversy matters stand, I may have to work on discovery requests, help prepare settlement proposals, prepare witnesses for trial, or draft legal briefs. And depending on what questions arise among my clients, I may have to draft memoranda or opinion letters outlining tax consequences of certain activities/lines of business/etc., and/or complete multistate legal research to find the differences in tax laws across jurisdictions. And like most attorneys, I almost certainly will be discussing my matters with my clients on a number of calls. I also regularly travel to tax industry conferences to discuss tax law developments and visit clients.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Bradford: Take tax courses to build up your technical skills before starting to practice. Also, try to get meaningful feedback on your legal writing. 

Michael: Other people will tell you to take specific classes, consider an LL.M., write as much as you can, etc. They are all right. But the best thing I did was compete on my intercollegiate speech team. My competition experience taught me how organize thoughts and arguments in an easily comprehensible fashion—and having focused on impromptu and extemporaneous speaking, I learned how to do these things fast. 

What is the most challenging aspect of practicing in this area?

Bradford: Keeping up to date with new developments is always challenging. As an example, the recent OECD “Pillar Two” project has been a major focus, and I need to monitor these developments at the OECD and in jurisdictions around the world.    

Michael: I have to deal with the law in all fifty states and scores of localities. While there are patterns, jurisdictions typically have their own unique laws, regulations, or practices. Juggling all of them is a lot of fun, but it can also be tough.

What do you like best about your practice area?

Bradford: I always learn new things from my clients about their business strategy and how their organizations operate.   

Michael: The variety of work. I get to deal with tax questions all across the country, and my practice entails everything from analysis of the law as it is being written (i.e., during the legislative process) to the defense of clients’ tax positions from administrative bodies to some of the highest courts in the land. 

What misconceptions exist about your practice area?

Bradford: Most tax lawyers do not cover all areas of tax. Instead, most tend to specialize in a few areas—it would be very rare for a person to be an expert in, say, cross-border M&A tax, employee benefits, and estate tax planning for wealthy individuals.     

Michael: You need to come from a math/accounting background. I majored in general communication in college. And that is perfectly fine. 

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?

Bradford: I tried to take every project as an opportunity to really learn the subject matter and grow as an attorney. Also, business development and other non-billable projects, such as drafting short articles and giving internal presentations, provide great opportunities to become the “expert” on new guidance as it is released, which in turn will help make you indispensable to senior attorneys and clients.

Michael: In my spare time I read the entirety of Walter Hellerstein’s State Taxation treatise. It was a one-year endeavor, but it helped me grasp the concepts of multistate tax law far more quickly than I expected to when I transitioned from a federal transactional tax practice.

Bradford E. LaBonte is a tax partner in the New York office of McDermott Will & Emery LLP. His practice focuses on cross-border mergers and acquisitions, dispositions, and internal restructurings, as well as matters relating to international tax issues, including the foreign tax credit, subpart F income and global intangible low-taxed income, and tax treaties. He also regularly advises on financings and capital markets transactions. 

Michael J. Hilkin represents clients in all aspects of complex state and local tax matters. He has a particular focus on tax controversy and transactional issues relating to state and local income, franchise, sales and use, gross receipts, and other business taxes. Michael has extensive experience handling state and local tax issues before U.S. administrative and judicial systems. Michael is the current chair for the State and Local Tax Committee for the New York City Bar Association and frequently speaks before the Council on State Taxation, Tax Executives Institute, the New Jersey State Bar Association, and Interstate Tax.

Kristen Winckler, Partner—Tax
Ropes & Gray

Describe your practice area and what it entails.

My specialty area of practice is federal income tax law. I advise clients on the tax aspects of asset management and transactional matters, primarily in the real estate space. As a tax attorney, I must decipher the applicable tax rules, apply them to clients’ circumstances, and advise on the tax treatment and any potential risks and alternatives.  

What types of clients do you represent? 

I work closely with real estate fund sponsors, institutional investors, and REITs.

What types of cases/deals do you work on? 

I provide tax structuring advice in connection with the formation of U.S. and non-U.S. real estate equity and debt funds, and business transactions such as joint ventures, portfolio acquisitions and dispositions, financings and restructurings, and investments by and in public and private REITs. 

How did you choose this practice area?

My law professor encouraged me to explore an LLM, and I found that I enjoy working within a regulatory framework. Tax law is complex—it requires focus and creative problem-solving skills. It’s like solving a puzzle, and there’s always a puzzle to solve.

 

What is a typical day like and/or what are some common tasks you perform?

I spend most days analyzing tax issues that have come up on transactions, talking with clients about tax structuring questions that arise in fund formations and operations, and meeting with attorneys to discuss progress and questions. I also spend a lot of time on associate training, DEI initiatives at the firm, and recruiting.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

I recommend that law students take federal income tax and partnership, corporate, and international tax, if possible. A corporate transactional class would also be good to take to gain an understanding of how business transactions work. A tax attorney needs to understand the economics and commercial arrangements of a deal in order to properly structure the tax aspects.

What do you like best about your practice area?

The ability to engage in creative problem solving. I like the intellectual process of sorting through legal tax concepts, identifying potential pitfalls and benefits, and finding a structure or solution that can accommodate various constituents.

What misconceptions exist about your practice area?

Two misconceptions jump out immediately. One is that tax attorneys have the entire tax code memorized. Tax law comprises thousands of rules, interpretative regulations and guidance, and case law that is constantly changing. Another is that tax attorneys are very busy around April 15. Tax attorneys are not tax accountants. We operate on transaction deadlines and are busy year round, just like legal professionals in other practices.

How do you see this practice area evolving in the future?

Tax practice seems to be becoming more and more specialized. Clients seek tax attorneys who have extensive experience in specific industries. Young attorneys preparing themselves for a tax practice must find the right balance between being a generalist and getting a broad-based understanding of tax with a specialized focus area. At Ropes & Gray, we believe in the benefits of having broad and deep experience so that no matter the area of specialization, our attorneys can tackle the thorny issues and find solutions. Much of our attorney training and development efforts are focused on achieving that goal.

What kinds of experience can summer associates gain at this practice area at your firm?

Summer associates are encouraged to be involved in many projects. They may not have specific legal tax background, but that is not a barrier to understanding the transaction or project and analyzing the tax issues. We’re ready to give them intellectually engaging and meaty assignments—research, analysis, memo writing, verbal presentations, etc. Summer associates also have the opportunity to participate in conference calls with clients, adjacent teams within the firm (e.g., real estate or corporate), and opposing counsel (subject to confidentiality and appropriateness, of course). We hope they’ll come away from the experience with a keener sense of what life is really like in the tax practice.

Partner Kristen Winckler practices in the tax department of Ropes & Gray, focusing on tax planning and structuring of domestic and cross-border investments and business transactions. She advises on the tax aspects of private investment fund formation, investments by non-U.S. and tax-exempt investors, and a wide range of complex real estate-related transactions, including joint ventures, acquisitions and dispositions, co-investments, financings, and restructurings. She also counsels public and private companies and equity and debt REITs on REIT and transactional tax matters. Kristen represents sponsors of, and institutional investors in, private equity real estate funds and advises on tax structuring to accommodate the diverse tax sensitivities of non-U.S. investors such as sovereign wealth funds and qualified pensions, U.S. public and private pensions and other tax-exempt organizations, corporate institutional investors, and private client groups.

Tijana J. Dvornic, Partner—Tax
Wachtell, Lipton, Rosen & Katz

Describe your practice area and what it entails.

My practice is focused on the tax aspects of business transactions, such as domestic and cross-border mergers and acquisitions, reorganizations, carve-outs, spinoffs, joint ventures, equity investments, and other financing transactions. In the context of any particular transaction, we advise clients on a wide range of tax-related matters—including those relevant to the structuring of transaction steps, pre- and postclosing restructuring and tailoring transactions, and holding structures—and the drafting and negotiation of tax provisions and other aspects of transaction-related documents, tax disclosures in public filings, and regulatory pre-clearances and rulings.

What types of clients do you represent?

I represent public and private companies across a wide range of industries, including consumer products, health care, retail, telecom, technology, diversified industrials, energy, financial services, and media and entertainment, as well as private equity firms. Examples of clients I’ve represented include Verizon, United Technologies, Pfizer, Johnson Controls, Alcoa, Hewlett-Packard, Kellogg, Creative Artist Agency, Lionsgate, Colgate, Danone, Expedia, Apollo, Warburg Pincus, Simon Property Group, CBS Corporation, Michael Dell, Allergan, and Deutsche Telecom.

What types of cases/deals do you work on?

I work on mergers and acquisitions, carve-outs, spinoffs, joint ventures, initial public offerings, securities transactions, and financings. Examples include: Johnson Controls in its $16.3 billion combination with Tyco International plc.; Alcoa in its separation into two public companies; Broadcom Limited in its $130 billion proposal to acquire Qualcomm Incorporated; Visa Inc. in its €21.2 billion acquisition of Visa Europe Ltd.; Danone S.A. in its $12.5 billion acquisition of The White-Wave Foods Company; Verizon Communications in its $4.83 billion acquisition of Yahoo!’s operating business; EQT in its $6.7 billion acquisition of Rice Energy; Expedia in its spinoff of TripAdvisor; Hewlett Packard Enterprise in the $8.8 billion merger of its software business into Micro Focus International in a Reverse Morris Trust transaction; Lions Gate Entertainment Corp. in its $4.3 billion merger with Starz; The McGraw-Hill Companies, Inc. contribution agreement with CME Group Inc., CME Group Index Services LLC, and a joint venture between CME Group and News Corporation; Tim Hortons Inc. in its $12.2 billion combination with Burger King Worldwide, Inc.; Square in its initial public offering (deal value listed at $243 million); PetSmart in an $8.7 billion leveraged buyout by a private equity consortium led by BC Partners; Valeant Pharmaceuticals International in its $1.3 billion sale of its CeraVe, Ambi, and Acne Free brands and related assets to L’Oréal USA; United Technologies in its $9 billion sale of its Sikorsky Aircraft Business to Lockheed Martin; Tesla in its $2.6 billion acquisition of SolarCity; CBS Outdoor Americas in its initial public offering and CBS corporation in its spinoff of CBS Outdoor Americas; Pfizer Inc. in its $160 billion agreed combination with Allergan Plc; Alexion Pharmaceuticals in its $39 billion acquisition by AstraZeneca; VEREIT in its all-stock acquisition by Realty Income, to create a $50 billion combined company; and CoreSite in its $10.1 billion acquisition by American Tower.

How did you choose this practice area?

My undergraduate degree was in business, and after graduating, I spent a couple of years working in investment banking. So I’ve always enjoyed business/corporate transactional work and (unlike many lawyers) a bit of math, but I also really wanted to study and practice law. Practicing tax at Wachtell Lipton is a perfect blend of those interests. It involves dynamic transactional work on highly complex transactions, as well as in-depth legal analysis and its application to the business deal in question. The work can be extremely challenging, but that’s what I like about it most.

What is a typical day like and/or what are some common tasks you perform?

There is no such thing as a typical day or week, which keeps things fresh and interesting! My practice includes focusing on the substantive tax law, applying it to the facts of a particular transaction, and structuring aspects of the transaction (within the contours of the overall business deal) in a manner that achieves the most efficient tax result possible. So, I naturally spend a lot of my time reading and thinking about the tax law and transaction structuring. Then, I am on the phone or in meetings explaining relevant tax rules and constraints to businesspeople and the deal team. I also spend a lot of time negotiating and drafting agreements and other deal-related documents, and I frequently work on requests and submissions to the Internal Revenue Service on behalf of clients.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

I would recommend taking at least a few tax classes, particularly Basic Income Tax, Corporate Tax, and Partnership Tax. A solid understanding of basic corporate law, accounting, and finance principles is also extremely helpful. And it is important to develop strong communication, analytical, and people skills. But, ultimately, for new attorneys, it’s all about being ready to learn and work hard!

What is the most challenging aspect of practicing in this area?

The tax law is exceedingly complex (and voluminous). In addition to black letter law, there are also a number of overlays that must be considered, such as anti-abuse rules and judicial doctrine. The rules are also continuously evolving and, at times, change dramatically. So staying on top of the law requires a lot of dedication and hard work, as well as love of the subject matter. As business organizations and transactions become more complex and global, so do the issues, and, in that environment, it is challenging to develop efficient structures that work to satisfy not only objectives under the tax laws of various jurisdictions but also business and economic objectives.

What do you like best about your practice area?

Practicing tax at Wachtell Lipton has provided me with the opportunity to advise some of the world’s most prominent companies on extremely interesting transactions of critical importance. In tax, we are always working on solving problems, many of which can have significant economic consequences, and trying to come up with creative ways to structure transactions to achieve the best results for our clients. There is nothing more satisfying than working through the intricacies of the tax rules to come up with a fresh and innovative way to accomplish a client’s economic and business objectives in a more tax-efficient way than initially appeared possible.

What misconceptions exist about your practice area?

A prominent misconception is that transactional tax attorneys play a limited role within the broader transaction, focusing solely on their area of expertise and one-off, discrete tax issues as they arise in the relevant context. The reality is that in order to provide top-level tax advice for your client, it is essential to develop a deep understanding of all of the major elements of the transaction, economic and otherwise. So tax attorneys are very much involved in all aspects of the deal.

What is unique about your practice area at your firm?

Wachtell Lipton is one of the world’s leading business law firms, and we handle some of the most complex business transactions, both domestic and international, across industries and for a wide spectrum of clients, ranging from Fortune 500 companies to private equity. Since I’ve been at the firm, the business transactions we handle have only become more sophisticated and require a greater level of expertise. Due to our relatively small size and depth of experience, at Wachtell, we are able to tackle this increased complexity in a collaborative setting. When we are faced with a complex problem on a matter, we frequently get together in person—with attorneys from a range of practice areas participating—to brainstorm ideas and creative ways to anticipate and solve problems in a manner that works across functional areas.

Tijana J. Dvornic is a partner in Wachtell, Lipton, Rosen & Katz’s Tax department. Ms. Dvornic focuses on tax aspects of U.S. and cross-border mergers and acquisitions, spinoffs and other dispositions, leveraged buy-outs, joint ventures, and financing transactions. Law360 has recognized Tijana as one of the country’s five top tax lawyers under 40.

Ms. Dvornic received a B.B.A. with highest distinction from the University of Michigan. Ms. Dvornic completed a J.D., magna cum laude, at Harvard Law School, where she was the articles editor for the Harvard Civil Rights-Civil Liberties Law Review. Following law school, she was a law clerk for the Honorable Judge Priscilla R. Owen in the United States Court of Appeals for the Fifth Circuit. Ms. Dvornic received an LL.M. in taxation from New York University School of Law in 2016 and was awarded the David H. Moses Memorial Prize.

Ms. Dvornic is a member of the Executive Committee of the Tax Section of the New York State Bar Association and a member of the Tax Section of the American Bar Association.

Elizabeth Lu, Partner—U.S. and International Tax • Eric Carstens, Partner—State and Local Tax
McDermott Will & Emery

Describe your practice area and what it entails.

Elizabeth: The U.S. & International Tax group generally advises clients on the U.S. and non-U.S. tax implications of their transactions.

Eric: My practice area is state and local tax (SALT) and covers a wide range of tax, fee, and unclaimed property issues that arise for companies and individuals across the United States.  SALT attorneys are typically brought in to help resolve contentious audit issues, advise on new or uncertain areas of the law and tax policy, or opine on legal issues for financial statement purposes. My practice regularly involves advising clients on constitutional (and federal) limitations to state and local taxation and ensuring that state and local tax/revenue departments do not exceed them. State and localities are the laboratories for democracy, but often their tax experiments don’t work from a legal and/or policy standpoint—and that’s where we come in.  

What types of clients do you represent?

Elizabeth: I represent U.S.-based multinational corporations across a variety of industries (tech, retail, health/life sciences, automotive, etc.), as well as foreign companies with U.S. operations. I tend to work with companies that have significant cross-border operations.

Eric: The clients I represent are predominantly Fortune 500 companies (particularly in the technology sector) and high-net-worth individuals. In the unclaimed property space, I represent a significant number of large companies in the health care space.

What types of cases/deals do you work on?

Elizabeth: I help companies set up their intellectual property (“IP”), supply chain, and cash management structures to operate efficiently from a U.S. tax perspective. For instance, I advise clients on how income earned by a U.S. company can qualify for the lower tax rate that applies to foreign derived intangible income (“FDII”), how income earned by foreign subsidiaries can qualify for the lower rate that applies to global intangible low-taxed income (“GILTI”), and how they can get tax credits in the United States for foreign taxes they pay overseas. When a client acquires a target company, I help integrate the target company’s legal entities, IP, and operations into the client’s pre-existing structure in a tax-efficient manner. This often involves undertaking tax-free reorganizations from a U.S. federal income tax perspective and coordinating with U.S. corporate attorneys and foreign tax counsel.  

Eric: I represent taxpayers in tax controversies across the country at the state and local level. My adversary is almost always a state or local government official—both tax administrators and their attorneys. Often my cases start as appeals to a proposed assessment or denials of a claim for refund and then proceed to state tax appeals tribunals and sometimes state court. Due to the federal limitations prevalent in my practice, we have increasingly seen disputes (particularly declaratory judgment lawsuits) in federal court. In the unclaimed property space, I represent companies undergoing multistate audits by third-party audit firms and companies seeking to enter into voluntary disclosure agreements with states.

How did you choose this practice area?

Elizabeth: The tax lawyers I talked to seemed to actually like their job. They said tax was a good fit for people who liked the logic games section of the LSAT—logic games was my favorite, so I thought I’d give tax a try. 

Eric: To be honest, this was not a practice area I had identified going into law school (my objective at first was to be a constitutional lawyer), but after taking a SALT class in law school, I was intrigued by the combination of constitutional law and policy (I have a political science background) that exists in the SALT space. I was fortunate enough to get a law clerk opportunity with McDermott during law school, and the rest is history.

What is a typical day like and/or what are some common tasks you perform?

Elizabeth: I typically spend a few hours on client calls learning about the issues they are facing, and providing advice. I also have internal calls with other USIT attorneys to discuss technical issues. I also spend a fair amount of time researching legal issues and drafting tax analyses.

Eric: No day is ever the same, which I really like about the SALT area. My typical day has evolved over the years (initially focused on background research and drafting as a junior associate), but currently involves a lot of legal writing, review, and client interaction (calls, emails, etc.). I have several recurring client calls every day and frequently travel to SALT conferences and to visit clients and discuss key issues. Because my practice is so broad in scope (all 50 states and thousands of localities nationwide) and the laws are never completely uniform, research is almost always required when an issue/question arises and, as a partner, I am more often reviewing the research of others. Common work product includes drafting briefs and protests (in appeals), settlement agreements, internal client memoranda, opinion letters, and emails alerting clients of new developments and/or responding to legal questions. I work with other partners at McDermott to manage a coalition of companies in the state and local tax policy space (digital goods and services focused), and that workflow involves analyzing state and local legislation, drafting talking points for coalition members, and maintaining 50-state matrices of transaction tax compliance considerations. 

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Elizabeth: In addition to taking classes in individual, corporate, international, and partnership tax, I recommend taking one or two financial accounting or tax accounting courses.

Eric: Legal writing is very important and something that should be a heavy focus of someone seeking to enter the SALT practice. It’s something even the most senior lawyers are constantly seeking to improve upon. Law school tends to not have a ton of SALT classes, but take any that you can if you are interested in the area. Because SALT issues often flow from federal issues in the income tax space, taking several federal income tax classes in law school can be very valuable and give young lawyers a head start over their peers. Many SALT lawyers elect to get a Tax LL.M. (for example, Georgetown Law has a specific SALT Certificate Program that Tax LL.M.s can complete), and I personally found that to be very valuable for my career (although there are many very successful SALT lawyers who did not get a Tax LL.M.). Advanced constitutional law classes are also very valuable to those wishing to enter the SALT practice area. The most valuable SALT experience I had was the firsthand knowledge and learning developed during my law clerk experience and as a junior associate.      

What do you like best about your practice area?

Elizabeth: I like that tax planning is both technical and collaborative. It’s technical, so it’s intellectually satisfying, and there’s always something new to learn. It’s collaborative in that we work on teams with our clients to come up with solutions to address their tax challenges. My colleagues are always happy to explore new ideas and planning opportunities.

What misconceptions exist about your practice area?

Eric: People think tax lawyers are good at math and very busy during tax compliance season or need a fully developed accounting background. For example, my family and friends always think I must be very busy around Easter getting ready for April tax returns. While it certainly doesn’t hurt to understanding the basics of tax accounting (and is something they teach as part of Tax LL.M. programs), my practice doesn’t require more than a broad stroke understanding, and we typically are not involved in the weeds of preparing and filing tax returns. My job mostly entails arguing that a tax law is being applied in a way that is not allowed by state statute, federal law, or the U.S. Constitution several years after the tax returns were filed or advising on whether a specific product, service, or income should be included on the tax return months before it is due. While April tends to be a busy time due to state legislatures being in session, it is not for the reasons family and friends assume.

What is unique about your practice area at your firm?

Elizabeth: At McDermott, we focus on developing trusted advisor relationships with our clients and work with them on an ongoing basis, not only when they’re doing an M&A deal. We work closely with tax departments on everything from IP transactions to post-acquisition integrations to supply chain planning to audits and litigation. We provide comprehensive tax advice that takes into account each company’s unique profile and priorities.

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?

Eric: As a junior attorney, the best way to learn the issues is firsthand experience and projects under the supervision of more senior SALT lawyers. SALT naturally doesn’t lend itself to having an answer off the cuff, so state and/or local research is almost always required, and working through the weeds in the state and local tax code in response to client questions and getting feedback from those more senior is really the only way to learn. I really learned a ton from business development projects as a junior attorney (e.g., preparing PowerPoints for a conference speech or drafting a blog for our Inside SALT blog or article for a SALT publication) and can’t emphasize enough the importance of taking on as many of those opportunities as possible when starting to increase your knowledge base and understanding of the issues impacting clients.

 

Elizabeth C. Lu focuses her practice on U.S. and international tax matters. She advises clients on international tax issues, including the subpart F anti-deferral rules, foreign tax credit planning, repatriation, and the international provisions of the Tax Cuts and Jobs Act (GILTI, FDII, BEAT, etc.). She has experience advising multinational corporations on global supply chain restructurings, acquisitions, dispositions, joint ventures, post-acquisition integrations, internal reorganizations, tax controversies, and intellectual property migrations. Elizabeth also advises clients on tax treaties, cost-sharing agreements, and the taxation of the digital economy.

Eric D. Carstens focuses his practice on state and local tax matters, assisting clients with state tax controversy, compliance, and multistate planning across all states for a variety of tax types and unclaimed property. Eric engages in all forms of taxpayer advocacy, including litigation, legislative monitoring, and audit defense. He works closely with several of the firm’s taxpayer coalitions focused on specific state tax policy issues, such as the taxation of digital goods and services and unclaimed property.

Isaac Wheeler, Partner—Tax
Sullivan & Cromwell LLP

Describe your practice area and what it entails.

As co-head of S&C’s Tax group, I represent a wide range of clients, from financial institutions to asset managers and real estate developers to private individuals, on M&A, real estate, joint venture, hedge fund, private equity, and partnership transactions. Tax is an integral part of our clients’ transactional work across industries and jurisdictions, so I regularly collaborate with other practice groups and offices across the firm.

What types of clients do you represent?

The clients we represent run the gamut from multinational corporations vying to complete a megadeal to high-net worth individuals making investments worldwide. We work on buyouts, mergers and acquisitions, and joint ventures across various industries, including real estate development, private equity, media, e-sports, and banking and financial services, among others. These clients include AT&T, Blackstone, DM Esports, and Goldman Sachs, among many others across almost every industry.

What types of cases/deals do you work on?

We have deep experience negotiating and structuring complex corporate transactions and bringing an innovative approach to challenging tax controversies and disputes. For example, last year I advised on the largest-ever Reverse Morris Trust to achieve a tax-free transaction for AT&T in its $106.5 billion spin-off/merger with WarnerMedia, which was the largest media and entertainment deal of 2021 and negotiated in only 14 days. I also advised Goldman Sachs on the tax aspects of its largest-ever acquisition of a fintech company in its $2.24 billion purchase of GreenSky, and advised Joe Tsai in his acquisition of the Barclays Center and Brooklyn Nets.

How did you choose this practice area?

After my first year of law school, I got the sense that I would enjoy tax, and as a summer associate at S&C, I was given the opportunity to try work across all the different practice groups. In my experience, there’s a bit of tax choosing you—if you like working on really hard and complicated puzzles in a group setting, tax may be for you. I also really enjoy the policy aspects of tax, especially having to apply that type of thinking in a commercial setting.

What is a typical day like and/or what are some common tasks you perform?

I typically break down our tax practice into three categories. First, there is the transactional side, where the work stems from a deal where usually tax is not the primary business driver (even if tax is an instrumental piece). Second, there is the advisory side, where the relationship with the client extends beyond a particular transaction. Lastly, there is controversy—helping clients through audits, including litigation if it comes to that. A typical day involves work on all three types of deals, and in all cases the work involves researching the law, discussing tricky problems with my colleagues, and explaining our conclusions to our clients. There is also negotiating, writing, and reviewing documents.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

I always recommend taking classes and seeking out experiences that you find interesting. I don’t think that there is a single path to tax, so there is no need to focus on anything in particular. That said, I would suggest trying tax classes in law school because I found that tax classes correlate to tax practice much better than other classes correlate to the other practice groups. So, if you like tax classes, there is a good chance you will like being a tax lawyer. As far as outside of law school, I think the same thing applies—if it interests you, you should pursue it.


What do you like best about your practice area?

The best part about being a tax lawyer is the collective problem-solving aspect of our practice. We have the luxury of getting asked a lot of hard questions and working through them with our colleagues. When it comes down to it, what we do is exercise our judgment about areas of the law where the answer is usually not perfectly clear. And that is an activity where the client benefits from multiple perspectives and open discussion, which ultimately leads to the best possible outcome for them.

What misconceptions exist about your practice area?

There’s quite a few. One misconception is that the practice is dry—in my experience, tax law is extremely dynamic, and we deal with changes in law more frequently than in most other practices. Two is that it’s math driven. Tax is actually mostly about problem solving—if you can multiply, you can be a tax lawyer, no advanced math is required or utilized. And three is that tax lawyers themselves are dry—though we are OK indulging this one. It makes it easier to pleasantly surprise people.

What are some typical tasks that a junior lawyer would perform in this practice area?

Our junior associates are performing all of the same tasks that the senior lawyers do—researching the law, coming to a conclusion, and explaining that conclusion in ways that the audience can understand. Being able to understand something complex and explain it in simple, understandable terms is always the goal. From the moment you start at S&C, you’ll be put directly in front of clients, sometimes on your own. Developing one’s own voice in terms of speaking with clients is an important part of growing as a lawyer, which is why we believe that this should start at the very beginning of your career with us.

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?

There is no substitute for experience. At S&C, we believe in the generalist approach, which means that we make sure all of our associates are getting a wide range of deals, different types of matters, and exposure to different areas of the Tax Code. After a few years, it’s really amazing how much you will have seen and learned, that it all sort of comes together. There’s no shortcut, and there is definitely something to gain from each assignment.

Isaac Wheeler is the co-head of Sullivan & Cromwell’s Tax group. He represents a wide range of clients, including financial institutions, multinational corporations, asset managers, real estate developers, and private individuals. Mr. Wheeler works on M&A, real estate, joint venture, hedge fund, private equity, and partnership transactions. He also regularly works with S&C’s Estates and Personal group in advising families and individuals in connection with their estate planning transactions and their worldwide investments. Mr. Wheeler received his J.D. from New York University School of Law and graduated from the University of Michigan with a B.A.

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