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2021 DIVERSITY DATABASE UNDERWRITER Wachtell, Lipton, Rosen & Katz

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

Tijana J. Dvornic, Partner—Tax

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.

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 post-closing 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, re-
tail, 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 WhiteWave 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 a $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

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.