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With more than eighty professionals, our Tax & Benefits Department
has one of the largest and most sophisticated practices in the country.
Principal areas of focus include the tax structuring and implementation
of mergers and acquisitions by private-equity funds and other entities,
private equity and hedge fund formation, representation of limited-partner
fund investors, executive compensation and other employee benefits,
regulated investment funds (RICs), financial instruments, international,
exempt organizations, controversy work and public finance. Our demanding
and fast-paced transactional practice is complemented by the government
experience, bar association leadership and scholarly work of our colleagues.
Five of us have served in tax policy positions with the U.S. Treasury
Department; six of us have served as head of a committee or subcommittee
of the American Bar Association Tax Section; and several of us have
authored leading treatises and numerous articles on tax and benefits
issues. To help you understand our practice, we present below the answers
to Frequently Asked Questions.
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FAQs
What do we do?
How are we organized?
Can associates do both tax and benefits work?
How are work assignments distributed?
Do associates have an opportunity to work
with different partners?
How much partner contact and client contact
will I have as a first-year associate?
What is the range of projects I can expect
in my first year?
What sort of formal training will I get to supplement
the courses I took in law school?
What have we done lately? |
What do we do?
Mergers and Acquisitions: We have a demanding transactional practice. Clients regularly ask us to apply our creativity and resourcefulness in real time to complex mergers and acquisitions, financings, reorganizations, spin-offs, work-outs and joint ventures. In the last couple of years, for example, we have provided tax and benefits advice on some of the largest private equity leveraged buyouts in the country, including the buyouts of Axcan, Avaya, Outback and Dunkin Donuts Brands.
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Leo
Arnaboldi, left, and Peter Rosenberg, right, are partners
in the New York and Boston offices respectively. Leo is a partner
who specializes in giving transactional tax advice and is Vice
Chairman of the firm's Hiring Group. Peter devotes a substantial
part of his practice to the ERISA aspects of private equity investments. |
Private Equity & Hedge Fund Formation: In the private fund arena, we help establish private equity and hedge funds for fund sponsors, and review the terms of private equity funds on behalf of prospective limited partner investors. We are thus engaged in private equity fund formation from the perspective of both the sponsors and the investors. In doing this work, our tax and benefits attorneys focus on both technical aspects and business and commercial terms — work handled in most firms by corporate lawyers. Our involvement in all aspects of these transactions illustrates our commitment to training business-savvy tax and benefits lawyers. |
Executive Compensation and Employee Benefit Plans: We advise on the full range of executive compensation matters within and outside of the transactional context, including employee stock options, the taxation of non-qualified deferred compensation, “golden parachute” issues, ERISA compliance, severance and employment contracts, supplemental employment retirement plans and other executive incentive programs. We are also involved in all phases of the design, implementation, compliance and administration of other employee benefit plans, working where appropriate with the Internal Revenue Service (IRS) and Department of Labor (DOL). Our employee benefits practice is uniquely enriched by a Benefits Consulting Group that works alongside our lawyers and includes actuaries and consultants.
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Jon Zorn, left, and Loretta Richard, right, are both partners who spend much of their time working on executive compensation and other complex employee benefits matters. Jon is also the Department Head. |
Investment Management: We have one of the leading investment management tax practices in the country. Our partner Susan Johnston literally wrote the book on the taxation of mutual funds — Taxation of Regulated Investment Companies and their Shareholders (Warren Gorham & Lamont). As mutual funds have come under increasing regulatory scrutiny in recent years, attention to the tax aspects of mutual funds has increased as well. We are regularly asked by our mutual fund clients to assist them in ensuring compliance with all applicable tax laws.
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Susan Johnston, left, and Rom
Watson, right, are both partners. Susan specializes in
the taxation of mutual funds and other pooled investment vehicles
and has co-authored the leading treatise on this subject. Rom
is one of several tax partners in the department who specializes in international tax issues and serves as the firm's
on-campus interviewer at Boalt Hall (where he attended law
school). |
International: Led by our partners Steve Shay, Rom Watson and Elaine Murphy, we have an international tax practice that is the envy of many of our brand name competitors. We are regularly called upon to act as special international tax counsel in complex cross-border transactions. For example, we recently were called upon to lead the re-domiciling of an Australian biomedical nano-technology company in the U.S., and advised EMC Corporation on U.S. international tax planning issues relating to post-acquisition restructuring, taxation of intangibles, foreign tax credits and deferral. Our tax clients also include foreign universities, multilateral organizations, and foreign governments. For example, we are currently providing expert testimony for the Government of New Zealand with respect to cross-border tax issues.
Exempt Organizations: The firm's exempt organization work can be traced to its founding in 1865, when Harvard University was a principal client. Like the firm as a whole, the exempt organization practice has extended far beyond its Harvard roots. The firm now represents an extraordinary array of schools, colleges, universities, health care institutions, museums and other charitable organizations throughout the country on tax and employee benefits issues. Here again, our tax and benefits lawyers are leaders in providing practical advice to the profession in their area of expertise. Our partner Carolyn Osteen along with Martin Hall of our Private Client
Group have authored the
highly-regarded manual, Tax Aspects of Charitable Giving.
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Carolyn
Osteen is a partner and a nationally recognized leader of
the exempt organizations bar. In addition, she supervises over
one hundred associates annually working on pro bono assignments
for nonprofit organizations. |
How are we organized?
The Tax & Benefits Department is headed by Jon Zorn, who practices in both the tax and benefits areas. Steve Shay is the partner in charge of distributing work assignments. The Tax & Benefits Department has approximately 60 professionals in Boston, 20 professionals in New York, 5 professionals in Washington DC and one professional in San Franscisco. Most lawyers in the Department choose to specialize in either the tax or the benefits side of the practice, but there are lawyers who practice in both areas.
Can associates do both tax and
benefits work?
They can and do. Our first-year associates with a tax or benefits focus typically work in both areas. While our associates generally find themselves specializing as they become more senior, many continue to combine a number of disciplines within the tax or benefits sides of the department.
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Adam Greenwood (Columbia Law School '04) and Lee Allison, partner, teamed up recently to advise a London based Private Equity Firm on its tax structure. |
How are work assignments distributed?
Steve Shay is the partner in charge of distributing work assignments in the Tax & Benefits Department. Associates report to Steve on their level of activity and the status of their matters, and Steve works with the Department's head, Jon Zorn, to ensure that the work is equitably distributed. We strive to make work assignments that best fit with the associate's preferences and career development.
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Partner Lorry Spitzer and associate Elizabeth Norman (University of Michigan '04)
work frequently with each other on tax issues relating to schools, universities
and other exempt organizations. Lorry is also the assigning partner for
the Department. |
Do associates have an opportunity to work with different partners?
Yes. One of our goals is to give our associates exposure to as many different partners as possible. Using an office-blind staffing system we encourage each associate to visit other firm offices and to participate in cross-office client teams. Many of our partners and associates travel to the firm's Washington D.C office where we have recently expanded our Tax practice. Through working with different partners, associates gain an understanding of the common traits shared by successful tax and benefits practitioners. Associates also gain exposure to different practice areas through working with different partners.
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Jennifer Bird-Pollan (Harvard Law School '07) confers with partner Amanda Holt and associate Aaron Harsh (Boston College Law School '02) regarding a complex question involving partnership taxation. For a description of one of Jennifer's matters, click here. |
How much partner and client contact will I have as a first year
associate?
In the Tax & Benefits Department, you will have extensive partner contact and will find that they will encourage you to have as much client contact as possible. At our firm, no one lawyer or group of lawyers has ownership of any client. All clients are clients of the firm, and we believe that the best way to build a strong client relationship is to have as many points of contact between the firm and the client as possible. Thus, maximizing your client contact is not only good for your development as a tax and benefits lawyer but also good for the firm's business.
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Ray
Stahl (Harvard '07) and partner Steve Shay collaborate on
a cross-border tax issue. |
What is the range of projects I can expect in my first year?
You can expect to be treated as a full-fledged member of the Tax & Benefits Department in your first year, which means that any issue that arises in the course of practice will be fair game for you and you should feel free to call upon the expertise of any of your colleagues. We invite you to engage in the adventure of attempting to interpret the application of the tax law to complex fact situations. In addition to embarking on the career-long effort to hone your research and writing skills in the tax or benefits areas, you may be asked to take on more concrete tasks such as marking up the tax provisions of a merger agreement or the tax section of a prospectus, in each case with the assistance of precedents and the firm's form documents. You might also be asked to participate in all aspects of the formation of a private equity fund or write a memo analyzing the key terms of a private equity fund for a prospective investor in that fund.
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Carrie
Simons graduated from Stanford Law School in 2004
and, after a one-year clerkship, began work in the Boston
office in 2005. During her first year, she requested assignments
in both the employee benefits and general tax area. For a
description of the projects she worked on in her first year,
click here. |
What sort of formal training will I get to supplement the courses
I took in law school?
Both the tax and the benefits practice areas conduct an extensive training program for associates, consisting of seminars prepared and presented by partners and experienced associates within the Department.
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Partner Dan Kolb and associate Laura Damerville (Harvard Law School '07) often work on complex fund matters. In her first year at the firm, Laura has also done tax work relating to mutual funds and exempt organizations as well as assisting on several pro bono matters. |
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What
have we done lately?
- We provided the tax analysis and structuring advice to Bain Capital in its bid for the acquisition of a U.S. technology corporation. For a description of an associate's involvement click
here.
- We advised Biogen Idec on matters related to its equity compensation program, including design, drafting, shareholder approval requirements and other legal compliance.
- We represented ViaCell, Inc., a public company, in its acquisition by PerkinElmer, Inc., also a public company. The transaction presented significant benefits and executive compensation issues, including matters relating to equity compensation, executive compensation, golden parachute analysis, qualified plan and incentive compensation.
- Negotiated a major settlement with the IRS Appellate Division abating most of the proposed assessment of additional tax asserted by the IRS in connection with a three-year audit and appeals process for a closely-held major entertainment company. For a description of an associate's involvement, click
here.
- Our tax lawyers are currently providing expert testimony and advice to the Government of New Zealand with respect to cross-border transactions that involve US tax issues.
- The tax exempt organizations group has represented a number of universities and secondary schools in the latest wave of IRS audits of compensation levels for officers and key employees.
- The firm’s Tax, Litigation, and Health Care Groups have recently completed a coordinated project regarding technology transfers at a tax-exempt medical center.
- Over the last several years, our benefits lawyers and consultants have designed and implemented an entire employee benefits program for a major West Coast health care organization.
- Our tax lawyers recently obtained a novel, and very important, ruling from the IRS National Office on behalf of Harvard University and its affiliated charitable remainder trusts. The firm is now representing a number of universities seeking to obtain a similar ruling.
- Our employee benefits lawyers have advised both public and private companies on new Department of Labor “post-Enron” guidelines that govern employer stock compensation programs.
- The exempt organizations group, working with our International Practice Group, has recently assisted the Hewlett Foundation in setting up a new affiliate to carry on the foundation's operations in Latin America.
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