At a Glance
Type of work | Transactional + advisory + dispute resolution
Who you advise | Corporations, PE funds, individuals, nonprofits
Pace | Often embedded in deal timelines; some advisory work is ongoing
Law school relevance | Federal Income Tax, Corporate Tax, Partnership Tax, International Tax
What Is It?
Tax lawyers advise on how federal, state, and international tax rules apply to business activities and transactions. In a law firm context, much of the work involves structuring deals to achieve tax efficiency while staying legally compliant. Tax lawyers are often embedded in M&A, PE, and fund formation matters, providing critical input on how a deal should be structured.
What Will You Actually Do?
- Advise on the tax consequences of acquisitions, financings, and restructurings
- Structure transactions to minimize tax liability
- Draft tax provisions in transaction documents
- Provide opinions on the tax treatment of specific transactions
- Represent clients in disputes with the IRS and tax authorities
As a Junior Lawyer, Expect To…
- Research tax issues and draft internal memos explaining tax consequences
- Draft tax sections of purchase agreements, credit agreements, and fund documents
- Model different tax structuring alternatives
- Assist senior lawyers in preparing tax opinions and client advice letters
This Might Be a Good Fit If You…
- Enjoy highly technical, analytical work
- Like finding creative solutions within a defined set of rules
- Are interested in how businesses are structured and financed
- Don’t mind working with numbers and financial concepts alongside legal analysis
Key Terms to Know
Transfer Pricing: Rules governing how related companies (e.g., a parent and subsidiary in different countries) price transactions between themselves.
Step-Up in Basis: A tax benefit in asset acquisitions where the buyer gets to treat purchased assets as having a higher tax basis, reducing future taxable gains.
Pass-Through Entity: A business (like an LLC or partnership) where profits are taxed at the owner level, not the entity level.
NOL (Net Operating Loss): A tax attribute that can offset future taxable income — valuable in M&A as it can reduce a company’s future tax bills.
Section 338(h)(10) Election: A tax election that allows a stock purchase to be treated as an asset purchase for tax purposes.