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Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Sarah E. Ralph, Partner—Tax (Chicago Office)

Sarah E. Ralph advises clients on a wide range of federal income tax planning matters, including REITs; partnership transactions; mergers, acquisitions, and dispositions; reorganizations; private and public securities offerings; financings; foreign investments in the U.S., including under FIRPTA; private equity transactions; and issues involving tax-exempt organizations.

She also has assisted numerous clients in obtaining private letter rulings from the IRS, including several private letter rulings regarding novel REIT issues.

Sarah was named the Rising Star for tax at Euromoney Legal Media Group’s fifth annual Americas Women in Business Law Awards. She also has been selected for inclusion in Chambers USA and named in International Tax Review’s Women in Tax Leaders supplement.

Describe your practice area and what it entails.

My practice focuses on transactional tax planning, including public and private mergers, acquisitions, dispositions, and restructurings (both taxable and tax-free); securities offerings; and financings. I work with clients on specific, discrete transactions, as well as in day-to-day operational tax planning and structuring.

What types of clients do you represent?

Skadden’s broad and diversified tax practice has given me the opportunity to represent a wide range of clients, both public and private, with many of them focused on the real estate industry.

What types of cases/deals do you work on?

I have worked on a wide variety of transactions, many of them in the REIT and real estate space, including various REIT mergers and acquisitions (for clients such as Westfield Corporation in its acquisition by Unibail-Rodamco SE of France; HCP, Inc. in various transactions; and Potlatch Corporation in its combination with Deltic Timber Corporation), REIT conversion transactions (for clients like Crown Castle, The Geo Group, Outfront Media, and SBA Communications), “1031 exchange” transactions, and multiple joint venture transactions (for clients such as Aimco, SL Green, HCP, and Westfield Corporation, among others). I’ve also worked on private equity transactions (both acquisitions and dispositions) and tax-exempt-organization planning. Attorneys at Skadden are fortunate to have the opportunity to advise clients in just about every industry.

How did you choose this practice area?

I knew I was interested in working in a transactional practice area. Prior to law school, I worked in the nonprofit sector, where I had some exposure to trust and estate tax planning, making me aware that lawyers could focus their practice on tax planning, which I had never realized. But it was probably my first real tax project as a summer associate at Skadden that got me hooked. I worked on a private letter ruling request related to a complex cross-border restructuring, and I found the work to be a terrific combination of researching, writing, and hashing out ideas and issues with smart, thoughtful, fun colleagues.

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

It’s hard to come up with a “typical” day, but it’s fair to say that my days are generally a mix of fielding client calls, both of the planned and “an issue has come up” variety; meeting with colleagues to discuss and analyze issues on ongoing matters; and reviewing agreements or working through open issues.

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

We have many amazing lawyers in our practice group who did not take any tax classes in law school, so I don’t view this as a prerequisite. Though if you are potentially interested in this area, I would highly recommend a tax class. The ones I took were very interesting! I think the best skills new tax lawyers can bring are curiosity and a desire to learn, enthusiasm, the ability to distill complex matters into plain English (both in writing and when talking to others), attention to detail, and pride in doing good work. People who take ownership of matters tend to thrive. Ask lots of questions, and view each project as an opportunity to learn.

What do you like best about your practice area?

I really enjoy working with the amazing people who practice in Skadden’s Tax Group. Clients come to us for advice on thorny, novel issues, and I am lucky to work with some of the most thoughtful, creative, dedicated people in the field. It is a terrific feeling to tackle a difficult problem, brainstorm and map out ideas, and come up with a solution that really helps our client. The opportunity to work with such smart, innovative people makes the work fun.

What misconceptions exist about your practice area?

I think most people don’t know what tax lawyers do and often think we just prepare tax returns. (The answer to that is no.) Our tax practice at Skadden is incredibly diverse. We have tax controversy attorneys, who are litigators focused in tax matters; international tax attorneys, who are key to cross-border transactions and organizational planning; and colleagues who work on every type of corporate transaction that includes a tax aspect.

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

Junior attorneys in our group help our teams by doing a lot of research and writing, which offer terrific opportunities to learn about each matter. In transactional practices like tax, junior associates become familiar with various types of agreements and learn how to draft key tax provisions. They gain valuable experience in structure planning, develop the ability to spot issues and propose solutions, and gain insight into leading discussions with clients.

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 did a lot of reading, outlined my thoughts and analysis, talked them through with colleagues, and then would go back and dig into the research more if need be. Every new matter or issue is an opportunity to learn. And it’s not just junior attorneys who are frequently reading up on a new topic. The tax code is constantly changing, and clients consistently present novel issues, so I view tax as a life-long learning practice area.