The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Geoffrey Collins, Partner — Tax Controversy, and Remmelt Reigersman, Partner—Tax Transactions and Consulting
Geoffrey (“Geoff”) Collins is a partner in Mayer Brown’s Tax Controversy practice who represents clients in all phases of tax controversy, both in court and before the Internal Revenue Service. His experience includes major corporate tax matters before IRS Exam and IRS Appeals. In addition, his experience includes the successful use of IRS alternative dispute resolution initiatives and major litigation in the United States Tax Court and district courts.
Remmelt Reigersman is a partner in Mayer Brown’s Palo Alto office and a member of the Tax Transactions & Consulting practice. He concentrates his practice on federal and international tax matters. Remmelt advises on a wide variety of sophisticated capital markets transactions and represents issuers, investment banks/financial institutions, and investors in financing transactions, including public offerings and private placements of equity, debt and hybrid securities, and structured products. Remmelt’s areas of experience also include restructurings (both in and out of bankruptcy), debt and equity workouts, domestic and international mergers, acquisitions, reorganizations, and joint ventures.
Describe your practice area and what it entails.
Geoff: My practice primarily involves representing taxpayers in large-scale disputes with the Internal Revenue Service. While I represent taxpayers in all phases of tax controversies, I focus on disputes before IRS Appeals (an administrative appeal function within the IRS) or in court (the U.S. Tax Court, Court of Federal Claims, or district court). Success in our practice area is a people business. Successfully resolving these disputes entails learning and discovering complex facts and organizing those into a coherent, easy-to-understand story. It also requires strategic coordination in developing that factual story around a complex legal framework. Many of the most important skills are soft “people” skills—building rapport with decision makers, developing relationships with potential witnesses, or navigating difficult personalities.
Remmelt: My practice is mainly focused on M&A transactions, capital markets work, and some fund work. This means that I work on domestic and international mergers, acquisitions, reorganizations, and joint ventures as well as on financing transactions, including public offerings and private placements of equity, debt and hybrid securities, and structured products.
What types of clients do you represent?
Geoff: My clients are typically large organizations, including large public companies and privately held businesses.
Remmelt: My clients are typically large corporations or financial institutions. I also, however, work with startup companies or other smaller companies.
What types of cases/deals do you work on?
Geoff: My practice focuses on large-scale disputes, involving tens or hundreds of millions of dollars. In addition, because many tax issues are ongoing (i.e., the same question affects a taxpayer for a series of tax years), a single case can have ongoing effects for later (or earlier) tax years.
Factual issues in these disputes often go to the fundamentals of a taxpayer’s business. For example, “transfer pricing” cases require the court to determine the “arm’s length” price for tangible property, intangible property, or services. In many cases, doing so requires “functional analysis,” which can involve learning about and analyzing all the functions of a particular supply chain. Determining if the resulting “prices” are arm’s length, in turn, requires learning about and analyzing other taxpayers in the same industry.
Remmelt: I work on mergers and acquisitions as well as equity and debt offerings. I also do a lot of work in the structured products space (including structured notes, swaps, and other derivative contracts).
How did you choose this practice area?
Geoff: As a summer associate at Mayer Brown, I had the opportunity to take projects in a number of practice areas. Prior to that, I had already taken a basic federal income tax course. And while I enjoyed the subject matter, I didn’t exactly envision myself as a tax lawyer. Fortunately, Mayer Brown had a “free-market” system for summer associate assignments that allowed us to take available projects from any group. One day, following a conversation with one of the partners from the group at a summer event about transfer pricing (a very common area of large-scale tax dispute), I took a project with the group. Long story short, I never looked back: I enjoyed the work, I could relate to the taxpayer’s positions and views, and I enjoyed my future colleagues.
Remmelt: When I was in law school, I quickly decided that tax law was of interest to me because of the required analytical skills.
What is a typical day like and/or what are some common tasks you perform?
Geoff: What is “typical” depends on the type of (and stage of) matter I am focused on at a given time. For example, in January of last year, a typical day would have involved participating in client calls on developing answers to discovery questions, preparing for interviews with potential witnesses, and preparing for negotiations with the IRS. In July of last year, a typical day would have had me at trial, meaning spending time in the court room, time negotiating with IRS counsel, time preparing witnesses, and time preparing for cross examinations of IRS witnesses. In December of last year, a typical day might have had me spending the majority of my time preparing an appellate brief.
Remmelt: A “typical” day for me is planning to get certain things done during that day and then coming to the conclusion at the end of the day that I didn’t do any of them. The transactional tax practice is very unpredictable. My days are filled with structuring transactions, participating in conference calls or meetings with clients and colleagues, doing research, keeping up with law changes, giving presentations, and reviewing contracts or offering documents.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Geoff: Substantive tax knowledge is obviously a huge advantage (including an LL.M. if you have time). Beyond that, advanced civil procedure courses (e.g., choice of laws, federal courts, etc.) and clinical or skills-based courses can be very helpful.
Remmelt: Getting to know as much tax law as possible is important. So focusing on tax classes in law school and obtaining a tax LL.M. is very helpful.
What is the most challenging aspect of practicing in this area?
Geoff: While young attorneys worry most about how to learn the tax law, the soft “people” skills are considerably more challenging (at least for me).
Remmelt: Much of the tax law is a product of or a reaction to historical transactions that were undertaken by taxpayers. So understanding the tax law and how it all fits together requires an understanding of the history.
What misconceptions exist about your practice area?
Geoff: Often, tax litigators run the risk of forgetting that the basic truths of any litigation still apply. That is, a simple story that can win the hearts and minds of a decision-maker is almost always better than a technical argument.
What are some typical tasks that a junior lawyer would perform in this practice area?
Geoff: Researching legal or factual issues, drafting client memos on procedural or substantive issues, and reviewing documents to help develop the facts are some typical tasks a junior lawyer may perform.
Remmelt: Typical tasks include doing a lot of research, conducting due diligence, reviewing agreements and preparing comments, and participating in meetings and calls.
What kinds of experience can summer associates gain in this practice area at your firm?
Geoff: Summers have the opportunity to do substantive work
—researching and writing on discrete issues in large cases—and to shadow attorneys, gaining experience with the non-written-work part of the job.
Summer associates have the opportunity to be exposed not only to the litigation and IRS Appeals areas in which I focus but in all areas of tax controversy, including helping companies with examinations and even participating in advance pricing agreement negotiations or competent authority negotiations.