The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Corey M. Goodman, Partner—Tax
Corey M. Goodman is a partner based in Cleary Gottlieb’s New York office. His practice focuses on taxation.
He advises clients on federal income tax matters, including the structuring, documentation, and nego-tiation of a variety of domestic and international transactions, including mergers and acquisitions, joint ventures, spin-offs, bankruptcy reorganizations, refinancings, cross-border and internal restructurings, and securitization transactions.
Corey joined the firm in 2007 and became a partner in 2016. He received an LL.M. in Taxation and a J.D. from the New York University School of Law and a B.S. from Cornell University.
Describe your practice area and what it entails.
I practice U.S. federal tax law. The work is varied, complicated, and interesting, primarily focusing on U.S. tax issues that arise in M&A transactions, cross-border investments, corporate restructurings and reorganizations (in and outside of bankruptcy) and in financing and “securitization” transactions. It involves structuring the transactions to be tax efficient, identifying tax risks, and negotiating and advising clients on how to address those risks.
What types of clients do you represent?
The type of client depends on the type of deal. In the M&A and reorganization space, a lot of my work is for publicly traded U.S. and foreign multinational enterprises (for example, we have recently completed large transactions for Alphabet Inc., McCormick & Co., and Saint-Gobain) and private equity companies and their portfolio companies (Warburg Pincus is a prominent example). In the financing and securitization space, we represent banks that underwrite mortgage-backed securities transactions and other similar instruments.
What types of cases/deals do you work on?
The majority of my work is on the tax aspects of the deals and transactions that Cleary handles for our clients. So when Google acquired Fitbit for $2.1 billion or put forward a $5.75 billion SEC-registered sustainability bond offering, we considered the potential tax ramifications to make sure they made sense. When people see big deals in the news, they see the value of the company or the transaction, but as a tax lawyer, I see these matters as complex and multidimensional tax issues to be addressed. Whether it’s McCormick & Co. acquiring Cholula Hot Sauce or Eni making a strategic agreement with Falck Renewables for joint development of renewable energy projects, at the end of a deal, we don’t want a client to find there’s a surprise tax bill or complication muddying up the result.
How did you choose this practice area?
When I was in law school, I tried an income tax class in my 2L year on the advice of a friend who thought I’d like it. I loved it! I found the material to be really engaging, and I loved that there were “right answers” to the questions. When I came to Cleary as a summer associate, I wanted to try some tax work, among other things. My work as a summer confirmed what I learned in law school—that tax in practice was just as interesting as I found it to be in class. We do so much as tax lawyers—we advise clients on tax issues in corporate deals, we negotiate agreements, and we research and write about the law (sometimes in very long memoranda). We help clients figure out how to get to those “right answers” in some very complicated situations and how to understand and think through a tax code that non-tax lawyers might find to be inscrutable. So we provide real value to clients by understanding the big picture and diving into the facts to understand exactly how businesses and business deals work. It’s really a smorgasbord of everything you think of when you think of practicing law.
What is a typical day like and/or what are some common tasks you perform?
I start each day browsing through the last day’s tax news and developments. One of the exciting (and terrifying) things about tax law is that it changes all the time, in big or small ways. Court cases, IRS guidance, Treasury regulations, and other developments in the U.S. and elsewhere occur constantly, so it’s good to keep on top of what’s changing so that you can incorporate it into your thinking and update clients as necessary.
A lot of our work at Cleary is cross border, so many of my mornings I spend addressing issues and reviewing documents that have come in overnight from different time zones.
After that, the bulk of my day involves a mix of client and internal calls, calls with counterparties and their counsel to work out business issues, developing transaction structures, editing documents, and learning about the law. Yesterday was pretty typical: I had a long call with a counterparty’s tax and corporate team to talk through some complicated structuring issues in a transaction, and then I followed up internally with the rest of our team and our client to talk through the tax implications of what was being proposed and how we might address it in the documentation for our deal. I walked through a transaction agreement with a different client. I spoke to another about what changes they might expect in tax law with the new administration, to find out what their concerns were. And, of course, a lot of my day is spent preparing for those calls, which can involve learning about the deal; learning about the law; or talking with Corporate, Finance, Benefits, and other teams at Cleary.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I highly recommend taking at least an introductory income tax class if you are thinking about practicing tax law—or if you just want some good cocktail party conversation starters. Tax doesn’t appeal to everyone, but you’ll have a pretty good sense if it appeals to you once you take that course. If it does, then a corporate tax class and a partnership tax class are great next steps, and international tax if you have time. You will learn a ton on the job even if you haven’t taken these classes, but there are some areas of the law, like partnership tax, that I think are really valuable to learn as a whole cohesive unit in a classroom setting before trying to deal with specific questions on the job.
What do you like best about your practice area?
I love being able to spend time with a transaction, figure out how it all works, dig deeply into the law and engage with how different pieces of it operate, and then boil it all down into a few crisp takeaways so that clients and businesspeople can understand how to navigate the issues. I constantly get to learn new things, teach them to others, and figure out ways to take really complicated concepts and distill them into digestible, actionable plans. Helping people make sense of hard topics is really rewarding to me, whether it’s associates in my group, clients, or non-tax lawyers.
What misconceptions exist about your practice area?
You might have heard that tax lawyers are the quiet, nerdy technicians who crunch numbers and fill out tax returns. But that’s not what it is at all! You have to be a smart thinker to practice law well in any capacity, but the skills that make a great tax lawyer are communication and the ability to grapple with complexity—because so much of what we do is explain really hard, and sometimes uncertain, concepts in a way that makes sense. (Also, we don’t prepare tax returns—that’s for accountants!)
What is unique about your practice area at your firm?
At Cleary, we pride ourselves on how well we work and integrate with the other teams. When a client raises a tax issue with me, it’s never just a tax issue—the solution to that issue needs to work for financing; it needs to make commercial sense; and it needs to work for the M&A, employee benefits, and IP teams. So instead of each group going off and providing conflicting advice in a vacuum, we excel at collaborating and coming up with solutions that work for everybody. We work so well together because we like each other, we all want to help our clients, and we take the time to understand each other’s issues and to anticipate them.
What are some typical tasks that a junior lawyer would perform in this practice area?
In tax, there’s a lot for a junior to do—and a steep learning curve given all the different things we do. Research and writing are two skills that junior lawyers already know a lot about from law school, and they can hit the ground running while learning tax law as they sink their teeth into those kinds of assignments. They also work alongside more-senior lawyers in drafting deal documents and securities disclosures, reviewing background materials and public filings for tax issues, and researching legal issues.