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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.
Rachel Kleinberg, Partner
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

I represent corporate and private equity clients in structuring mergers and acquisitions, joint ventures, spinoffs, reorganizations, and other transactions to make them as tax efficient as possible.

What types of clients do you represent?

My clients include a mix of private equity firms, including Brookfield Business Partners and Tailwind Capital; corporate clients, including S&P Global and Equinix; and most major financial institutions.

What types of cases/deals do you work on?

I am more of a generalist than your average tax lawyer, and I work on a variety of corporate transactions. The deals I work on involve a mix of financial products, mergers and acquisitions, joint ventures, spinoffs, and international restructurings.

How did you choose this practice area?

When I started law school, I had no idea which area of law would be the best fit and was open to exploring my options. As a summer associate at Davis Polk, I tried out tax and was drawn to the ever-evolving work. I continued to practice tax law as a first-year associate and have never looked back.

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

There is no typical day in my practice, and I enjoy the varying work. However, my day could include a mix of advising clients on the phone, marking up agreements, thinking through tough tax problems and structures, and consulting applicable laws. I also collaborate with associates and partners within all practice areas at the firm, since tax touches everything.

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

I would encourage law students to take any tax classes available to them, but the best training and development truly comes from working on tax aspects of deals at the firm. It is also necessary to develop excellent writing and research skills, as they are of paramount importance to the success of a tax lawyer.

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

The combination of complex deals and perpetually changing tax rules and laws keeps me on my toes. I am constantly learning how to apply new rules in the most tax-efficient manner for my clients. While this is the most challenging aspect of the practice area, it is also why I love my job. I am always learning.

What misconceptions exist about your practice area?

Most people assume that tax lawyers need to be mathematicians and have a background in accounting or math. However, I have a bachelor’s degree in English and find that my job is primarily writing and researching. And rather than working on complicated math equations, I am generally using logic to problem-solve.

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

One of the challenges with tax law is that there is not a lot of busy work, and there is a steep learning curve. Early in their careers, associates are performing substantive analysis and are involved in every aspect of a tax deal, ranging from marking up an agreement to researching issues. While this early responsibility is challenging, junior lawyers generally appreciate the opportunity to stretch themselves and work on significant aspects of complex deals.

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?

Succeeding in tax law requires a love of learning. I took as many classes as were available to me and am always reading up on new laws as well as articles by tax scholars and practitioners. As a tax lawyer, you will always be learning substantive law, which keeps things interesting and fulfilling.

Rachel Kleinberg, Partner—Tax

Rachel Kleinberg is a tax partner in Davis Polk’s Northern California office. Her practice focuses on advice to corporate and private equity fund clients on the tax aspects of mergers and acquisitions, joint ventures, spinoffs, and reorganizations, as well as cross-border restructurings. She also has significant experience in the areas of corporate finance and derivatives.

Rachel graduated with her J.D. from Harvard Law School, her LL.M. from New York University School of Law, and her A.B. in English Literature from Harvard College. She joined Davis Polk in 2003 and was elected partner in 2006. Rachel is vice chair of foreign activities of the U.S. Taxpayers Committee of the Section of Taxation for the American Bar Association, a member of the International Fiscal Association, member of the Taxation Section of the New York State Bar Association, fellow of the American Bar Foundation, and fellow of the American College of Tax Counsel. She is also on the advisory board for the GW Law/IRS 31st Annual Institute on Current Issues in International Taxation. Rachel is recognized as a “Leading Individual” in California Tax by Chambers USA and a “Woman in Tax Leader” by International Tax Review.

Catherine (“Cate”) Battin, Partner • Andrew (“Andy”) Roberson, Partner
McDermott Will & Emery LLP

Describe your practice area and what it entails.

McDermott’s U.S. and International Tax practice group consists of tax advisors who assist clients at both the federal and state levels with complex tax planning and defending against tax audits. We value long-term relationships and view our role as being a trusted advisor to our clients.

In the tax controversy area, we represent a broad range of clients—from individuals to multinational corporations—from the early audit stages through litigation, including all the way to the Supreme Court. We interact with the Internal Revenue Service (IRS) and state tax agencies to try and resolve disputes, but if resolution is not possible, we represent our clients in court.

What types of clients do you represent?

Our tax practice group advises some of the world’s most successful companies, including more than 60 percent of the Fortune 100.

In tax controversy, we represent both individuals and companies in complex, high-stakes disputes and litigation. We are adept at handling any type of issue, from section 183 hobby loss cases to international transfer pricing disputes.

What types of cases/deals do you work on?

Our tax attorneys offer the most practical and strategic advice on virtually every aspect of tax law, counseling clients on everything from high-profile tax controversies to complex planning and transfer pricing.

The types of tax controversy cases we work on vary tremendously, from state qui tam lawsuits to large international tax disputes with the IRS and in the Tax Court. Each case comes with its own unique set of issues, both substantive and procedural, and we must be aware of the constantly changing legal landscape and the intersection of tax law with other areas of the law.

How did you choose this practice area?

Tax considerations are a part of every major transaction and must be considered along with the business reasons for each transaction. We chose tax law, and particularly tax controversy, because of the opportunity not only to be subject-matter experts, but also to act as advocates for our clients and to represent their interests administratively and in court.

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

There is no “typical day” in tax, as our roles are dictated by the necessary roles we must fulfill for our clients. However, a typical scenario may involve interacting with clients on tax planning ideas and offering solutions or ideas to meet business needs, advocating for our clients with state or federal agencies, and performing research and writing tax opinions or legal filings.

Additionally, our tax group spends a significant amount of time providing pro bono services to low-income individuals and nonprofit entities. We regularly represent low-income taxpayers in Tax Court and have been successful in establishing taxpayer-favorable precedent in the innocent spouse and penalty areas. We believe that we have a personal and professional responsibility to give back through pro bono legal services, volunteerism, and charitable giving.

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

Those interested in practicing in the tax area should take full advantage of the tax classes offered by their law schools to gain a broad base of tax knowledge. Constitutional law courses are also very helpful for those interested in state tax, where we often make constitutional arguments in the course of litigation. Many of our attorneys also pursue LL.M. degrees in tax, either while working at a firm or before entering practice. Clerkships can also be beneficial, particularly for those interested in tax controversy.

We have also benefitted greatly from participating in networking groups, whether through a local bar association or our firm. It is very helpful to network with other practitioners to learn about new developments and common issues clients are facing and to develop solid working relationships with government attorneys.

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

One of the most challenging aspects of practicing in the tax area is that the law is always evolving. Our practice is often affected by major legislative and regulatory changes, as well as case law developments. For example, most of our colleagues have been deeply immersed in the Tax Cut and Jobs Act (TCJA) enacted at the end of 2017. It can be very challenging to wade through these extensive new rules to help clients understand their implications.

What do you like best about your practice area?

Traditional tax lawyers typically enjoy the intellectual challenge of learning a very complex area of the law and providing advice that can help clients structure transactions or investments in a tax-efficient way or avoid costly mistakes. As lawyers in the controversy area, we love crafting legal arguments in briefs and advocating for our clients in court.

What is unique about your practice area at your firm?

McDermott Will & Emery’s tax practice is unique in both size and scope. McDermott initially began as a tax firm in 1934, and tax remains one of our premiere practice areas. Many other large firms have tax practices that merely support their corporate or transactional groups. At McDermott, tax is at the forefront of our firm, and we pride ourselves in being one of the top tax practices in the U.S. and abroad.

What are some typical career paths for lawyers in this practice area?

A typical career path for tax lawyers varies. Some start out in public service, either working for the IRS, DOJ Tax Division, or state governments or clerking at the Tax Court. Working for the IRS or state governments can be a satisfying lifelong career without some of the pressures of law firm life. It can also be a stepping stone to a career at a law or accounting firm. For those that start out in a tax practice at a large firm like McDermott, some move on to smaller firms, accounting firms, or in-house positions after gaining a few years of experience.

Catherine (“Cate”) Battin and Andrew (“Andy”) Roberson, Partners—Tax

Catherine (“Cate”) Battin represents clients in state and local tax controversies at the audit, administrative, and judicial levels in numerous jurisdictions. She provides national state tax strategies for clients on a full range of state tax issues, including income tax apportionment, nexus, combination, and sales tax characterization of products and services. She has defended numerous internet sellers in cases brought under the Illinois False Claims Act alleging fraudulent failures to collect and remit use tax.

Andrew (“Andy”) Roberson focuses his practice on tax controversy and litigation matters. He represents clients before the Internal Revenue Service (IRS) Examination Division and Appeals Office and has been involved in more than 60 matters at all levels of the federal court system, including the U.S. Tax Court, several U.S. Courts of Appeal, and the Supreme Court. Andy has experience settling tax disputes through alternative dispute resolution procedures, including Fast Track Settlement and Post-Appeals Mediation, and in representing clients in Compliance Assurance Process (CAP) audits. He also represents, on a pro bono basis, low-income taxpayers in their disputes with the IRS.

Sarah E. Ralph, Partner
Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

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.

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.

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