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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.
Tijana J. Dvornic, Partner
Wachtell, Lipton, Rosen & Katz

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.

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.

Greg Featherman, Partner
Weil, Gotshal & Manges LLP

Describe your practice area and what it entails.

My practice focuses on the tax aspects of business transactions, including domestic and cross-border public and private M&A, reorganizations, spinoffs, bankruptcy, and other corporate restructurings as well as financing transactions. In addition to my transaction-driven tax work, I also advise clients on their day-to-day tax planning and structuring.

What types of clients do you represent?

I represent a broad range of public and private companies, private equity sponsors and their portfolio companies, and financial institutions.

What types of cases/deals do you work on?

I advise clients on domestic and cross-border mergers, acquisitions, spinoffs, and other dispositions. In addition to more transaction-based work, I advise clients on restructurings (including bankruptcy and non-bankruptcy workouts).

How did you choose this practice area?

I discovered during my third year of law school while taking a basic taxation class that I had an aptitude for tax law. After that, I decided to pursue an LL.M. in taxation, both in order to build up my base of knowledge as well as to demonstrate to potential employers my commitment to pursuing a career in tax.

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

One of the things I like best about being a tax lawyer is there is no typical day. Each day presents a new and interesting challenge. Fundamentally, my job is to understand the overall business objectives of my clients and to help them achieve the most tax-efficient results possible in any given context.

Depending on the nature of the transaction I am working on, my day-to-day work may include providing written and/or oral advice to clients on how best to structure their transaction in the most tax-efficient manner possible and reviewing and negotiating the tax provisions of various legal documents (agreements, SEC documents, etc.). I also engage in business development, which may include in-person meetings with clients, and often attend networking events (e.g., bar association events). 

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

Tax is fairly unique compared to other areas of law due to the fact that most tax practitioners have, in addition to a law degree, an LL.M. in taxation. In addition, many law schools offer a wide variety of tax courses for those practitioners who are interested in getting a feel for tax law but are not ready for the commitment of an additional degree. 

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

The complexity of the tax law.

What misconceptions exist about your practice area?

One of the biggest misconceptions is that all tax lawyers are very busy around April 15th. Another one is that tax lawyers don’t do as much business development as other practice areas. Business development is actually an extremely important part of being a tax lawyer at Weil.

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

Junior associates have the opportunity to work on a broad range of projects, leveraging their basic legal skills, such as research and memo drafting. Additionally, junior associates often prepare or review spreadsheets that seek to quantify the tax consequences of a particular transaction.

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

I think tax law offers a broader range of career paths than many other areas of law. In addition to working in a law firm, a tax practitioner could work at an accounting firm, for the IRS or Treasury Department, at an investment bank, or in-house, among other options. Having a background in tax law could also serve as a springboard for a career in finance (e.g., CFO or treasurer of a company).

Greg Featherman, Partner—Tax Department

Greg Featherman is a partner in Weil’s Tax practice in New York. Mr. Featherman advises clients on cross-border mergers, acquisitions, spinoffs, and other divisive strategies; restructurings; bankruptcy and non-bankruptcy workouts; the use of net operating losses; foreign tax credits and other tax attributes; and consolidated return matters.

Prior to joining Weil, Mr. Featherman was a principal at a global professional services consultancy in its Washington National Tax International M&A group. Prior to that role, Mr. Featherman was an attorney at another major law firm.

Mr. Featherman frequently speaks on related subjects for groups, including the DC Bar, Tax Executives Institute, and the American Bar Association.

Laura Gavioli, Partner • Steven Hadjilogiou, Partner
McDermott Will & Emery

Describe your practice area and what it entails.

Laura: I represent all types of people and entities in disputes with the IRS. This can be civil audits, voluntary disclosures, and criminal investigations. I also do internal investigations, handle whistleblower claims, and advise institutions regarding their tax compliance policies.

Steven: I represent taxpayers with cross-border and domestic tax planning. This is generally in the context of an M&A transaction, a global tax optimization restructuring, an individual relocating to the United States, or in the acquisition of real property.

What types of clients do you represent?

Laura: I represent pretty much anyone with an IRS dispute, but I tend to focus on high-net-worth individuals and closely held businesses, all of whom tend to have assets and holdings in the U.S. and overseas.

Steven: I represent public and privately held companies, family offices, private equity, and individuals.

What types of cases/deals do you work on?

Laura: Major audits, investigations, and litigation with the IRS and Department of Justice Tax Division.

Steven: Generally cross-border transactional work. I also assist clients with opportunity zone tax benefits.

How did you choose this practice area?

Laura: I came out of law school and a federal clerkship with a strong interest in federal litigation and criminal defense. I started as a junior associate at a criminal tax defense firm, and my career developed from there.

Steven: I have always had an interest in cross-border transactions. Essentially, the job involves solving complex problems. I enjoy crafting creative solutions to complex problems.

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

Laura: Taking depositions and interviews of key witnesses; reviewing and drafting briefs and other pleadings; drafting written responses to the IRS and DOJ in audits, investigations, and litigation; and participating in calls with clients and key stakeholders regarding important strategic decisions.

Steven: Phone, email, and in-person meetings with clients and colleagues.

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

Laura: Both a strong background in technical tax and actual experience in litigation are crucial. Hands-on experience can be hard to come by at early stages, but it is important to fight for it and get creative about how to get it (pro bono, etc.).

Steven: I think a Tax LL.M. is very beneficial as a starting point. Once in practice, it is important to constantly read and learn about the law and changes to the law.

What do you like best about your practice area?

Steven: I enjoy working with clients of all different types and industries. Thus, I have insight into public companies, private equity, family offices, and individuals. I also have worked with companies operating in almost every type of industry I could imagine.

What misconceptions exist about your practice area?

Laura: I think the same type of misconceptions that exist for criminal defense lawyers apply to tax controversy lawyers—i.e., that the lawyers help their clients “put one over on” the government. The truth is that the government makes mistakes, often quite serious ones, and we provide an important service in arriving at the right—and fair—result.

What is unique about your practice area at your firm?

Laura: I think the depth of the “bench” of McDermott’s tax group is remarkable. We have a strong team, and it’s easy to find someone who is a true expert on very arcane and sophisticated questions when needed.

Steven: McDermott Will & Emery has a deep bench and has strong practice groups in complementary areas. Thus, we are able to assist clients not only with tax, where we have practitioners who focus on very specialized tax areas, but we also are strong in other areas, such as trusts and estates, real estate, immigration, fund formation, employment, health care, and M&A.

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?

Laura: Despite the many demands on a young lawyer’s time, I think it’s key to take the time—even when it is not billable to a client or business development—to learn and understand the legal and regulatory framework that applies to your clients and their businesses. Also, speaking opportunities are a great way to learn a topic in depth as a junior lawyer: Being prepared to answer any question on a subject and having to think on your feet—instead of preparing someone else to do this—is invaluable experience.

Laura Gavioli, Partner, and Steven Hadjilogiou, Partner — U.S. & International Tax

Laura Gavioli defends individuals and corporations in white collar prosecutions, civil tax cases, U.S. Internal Revenue Service (IRS) controversies, and complex financial litigation.

Steven Hadjilogiou focuses his practice on tax optimization of business operations and investments, with a specific emphasis in the areas of international tax and real estate. Steven provides advice on international inbound and outbound tax planning for multinational companies, family offices, private equity, and ultra-high-net-worth individuals.

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