What Does a Tax Lawyer Do?

Tax lawyers are the people everyone else on the deal team turns to when they need to understand the consequences of a transaction. It's technical, essential, and surprisingly interesting.

What Tax Lawyers Do

Tax lawyers don't prepare tax returns. In BigLaw, they advise on the tax implications of business transactions. Every deal, whether it's an acquisition, a financing, or a restructuring, has tax consequences that can mean hundreds of millions of dollars in liability or savings.

The two main buckets are:

Tax planning and structuring. Before a deal closes, tax lawyers analyze different structures to minimize the client's tax burden. Should the deal be structured as an asset sale or a stock sale? Should the entity be a partnership or a corporation? These decisions have enormous financial impact.

Tax controversy. When the IRS (or a state tax authority) disputes a company's tax position, controversy lawyers defend the client in audits, administrative proceedings, and litigation.

The Day-to-Day

Junior tax associates research complex tax code provisions, draft tax opinion letters, review deal documents for tax implications, and model the tax consequences of different structures. The work is highly analytical and requires comfort with numbers.

Why People Love It

Tax lawyers love the puzzle-solving. The tax code is immensely complex, and finding the right structure for a transaction requires creativity and deep technical knowledge. Tax lawyers also have the rare advantage of being involved in virtually every major deal at the firm, giving them broad exposure.

The Lifestyle

Tax tends to have better hours than M&A or litigation. Tax lawyers are essential to deals but aren't managing the deal timeline, which means slightly more control over your schedule. When deals get busy, you're busy too, but the sustained intensity is generally lower.

What You Need

An LLM in Tax (a one-year graduate tax degree) is common but not always required. Strong performance in tax courses during law school helps. You need to enjoy technical, detail-oriented work and be comfortable with ambiguity since the tax code rarely gives clean answers.

Explore firms with top tax practices in our firm directory.