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.
- Contracts
- Corporations
- Tax
- Government service (IRS and the DOJ Tax Division)
- In-house, especially at an accounting firm
- Law firm practice
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.
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.
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 L.L.M., 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 in 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 real estate investment trusts (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.
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.
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 M&A, reorganizations, carve-outs, spinoffs, joint ventures, equity investments, and other financing transactions. In the context of any particular-lar 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 preclearances and rulings.
What types of clients do you represent?
I represent public and private companies across a wide range of industries, including consumer products, healthcare, 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 M&A, 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; Lionsgate 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 spin-off 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 firms. 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 Lipton, 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. Tijana focuses on tax aspects of U.S. and cross-border M&A, spin-offs and other dispositions, leveraged buyouts, joint ventures, and financing transactions. Law360 has recognized Tijana as one of the country’s top five tax lawyers under 40.
Tijana received a B.B.A. with highest distinction from the University of Michigan. She 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 U.S. Court of Appeals for the Fifth Circuit. She received an LL.M. in taxation from New York University School of Law in 2016 and was awarded the David H. Moses Memorial Prize.
Tijana 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.
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.
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.
My practice encompasses a wide variety of SALT issues aimed to help my clients understand and navigate the maze of tax laws imposed by state and local governments. For example, for state and local sales and use tax purposes, I help companies determine where they have established nexus (and thus the obligation to collect and remit tax) and understand how their products and services are characterized by specific states and localities. I also advise clients as to the applicability of tax exemptions and monitor legislative and administrative changes to SALT laws to ensure my clients stay abreast of any new or changing tax obligations. On the controversy side, I frequently assist clients with the resolution of SALT controversies at the audit, administrative, and judicial levels.
What types of clients do you represent?
I represent a diverse range of clients including Fortune 500 companies, financial institutions, and high-net-worth individuals.
What types of cases/deals do you work on?
As a California-based SALT practitioner, I’m often asked to assist with California tax controversies involving disputes with the California Franchise Tax Board or California Department of Tax and Fee Administration. I’ve also had the opportunity to assist clients with the resolution of local tax controversies involving various local taxes such as the San Francisco Gross Receipts Tax or locally imposed user utility taxes. On the transactional side, I also advise on the California-specific tax aspects of M&A transactions or restructurings.
How did you choose this practice area?
I did not take state and local tax courses while in law school but was fortunate enough to clerk for the Iowa Department of Revenue and for the Texas Attorney General in its Tax, Charitable Trust, and Financial Litigation Division. Through those clerkships, I learned that SALT was a challenging yet exciting mix of two of my favorite law school courses: Constitutional Law and Administrative Law.
What is a “typical” day like and/or what are some common tasks you perform?
Because I often handle multiple complex cases simultaneously, the most “typical” aspect of each day is that I’m almost never dedicating an entire day to one matter but am most often allocating time across several projects. This allows me to have a creative and flexible schedule which keeps things interesting, but it also requires strong time management and attention to detail. Common tasks that I perform include conducting multistate legal research, drafting persuasive memoranda and briefs, communicating with state and local tax authorities, and collaborating with my colleagues on the proper application of ambiguous tax laws.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Although not required, I’ve found that being comfortable using Microsoft Excel has been immensely helpful in my career. Even though I don’t utilize Excel daily, my clients often do, and understanding the ins and outs of the program has allowed me to review their work papers and calculations in a more efficient and effective manner.
What is the most challenging aspect of practicing in this area?
As a multistate SALT practitioner, I have found that there’s no one “code” to rely on for answers. Rather, I’m tasked with understanding and navigating the complex, diverse, and ever-evolving tax laws and systems of many different states and localities, which often lack uniformity or clear guidance. For example, while many localities have published municipal codes that are easily accessible, others do not. This obviously adds a layer of complexity when you’re researching a local tax issue. There have been a few occasions where I’ve needed to physically go to the local library or local tax agency’s office to review tax provisions, city council meeting minutes, or other historical documents that are not published online.
Another challenging aspect of my practice is that I deal with matters spanning a broad range of taxes (e.g., income/ franchise taxes, sales and use taxes, property taxes, gross receipts taxes, utility taxes, payroll taxes, and unclaimed property). So even if I’m narrowly focused on the application of tax in one state, I need to understand the nuances of that state’s various tax regimes. For example, Washington historically imposed a different nexus standard for the purposes of the state retailing Business and Occupations Tax than it imposed for the purposes of the state sales tax. Under this varied nexus regime, it was possible for a retailer making sales in the state to establish nexus for sales and use tax purposes but not for the purposes of the retailing business and occupations tax. Complexities such as this exist in many states and only become more complicated when the consideration of local taxes is layered in.
What do you like best about your practice area?
One of my favorite parts about working as a SALT attorney is that no two days are exactly alike, and I appreciate the breadth of matters that I’ve had an opportunity to work on. To me, working in SALT is the best of both worlds because you’re given the chance to flex your muscles as a litigator and as a corporate attorney. Throughout my career, there have been ample opportunities to argue legal points and to challenge evidence presented by tax authorities. I’ve also had many opportunities to advise clients on the SALT aspects of M&A transactions and restructurings. And while I’ve thus far chosen not to focus solely on tax controversy or tax transaction matters, it is also very possible to specialize in one over the other. SALT really offers an opportunity to choose your own adventure in the best possible way.
What misconceptions exist about your practice area?
I think there are misconceptions that SALT law is tedious and the SALT practice group is merely ancillary to a firm’s corporate or litigation group. Fortunately, neither could be further from the truth! Particularly for students who are interested in litigation, SALT controversy work presents many opportunities to advocate on behalf of clients before both administrative and judicial bodies. Rumors that you need to be a CPA or have your LL.M. to become a successful SALT attorney are also untrue.
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?
I sought out a variety of projects, particularly those involving taxes and fees, that I was less familiar with (e.g., property tax or unclaimed property). Although this often felt intimidating, it ultimately helped me to feel confident that I can quickly learn the ins and outs of a state or locality tax code, even if the provisions I’m reviewing aren’t ones that I’ve dealt with before.
Elle Kaiser focuses her practice on state and local tax (SALT) matters. She advises clients in various industries, including technology, banking, consumer products, energy, insurance, retail, and transportation. Elle is experienced in both tax planning and tax disputes.
Elle has been involved in all phases of the discovery process through administrative appeals and in court. Elle identifies audit strategies, coordinates the factual and legal development of issues, and drafts responses to multiple information document requests and audit issue presentation sheets from tax authorities.
With in-depth M&A experience, Elle also advises both public and nonpublic companies in transaction structuring, financial modeling, and tax implication analyses, as well as provides post-deal integration recommendations. She is highly skilled in assessing risk and advising clients on tax-related issues associated with purchase agreements, consulting agreements, franchise agreements, and insurance terms. She also advises clients on related transactional and corporate matters, including successor liability, compliance procedures, and process improvement strategies.
Elle has experience drafting corporate restructuring decks, 100-day plans, and tax deal memoranda. She performs tax diligence for private equity and strategic clients as part of a variety of transactions such as asset acquisitions, leveraged acquisitions, stock acquisitions, and cross-border transactions.
While in law school, Elle was executive director of the moot court board and a student writer for The Journal of Corporation Law.