Most people think of tax lawyers as bright but awkward technicians who stiffly interpret the Internal Revenue Code and regulations. Tax lawyers are often said to be nerdy and uncommunicative (except in their own unique tax language), invariably telling the client what he, she or it cannot do. Most people, however, also understand that tax is an important (often critical) part of any transaction. Thus tax lawyers are appreciated (or, less charitably, tolerated) simply as a necessary evil.
The tax lawyers at Morrison & Foerster, however, are different. Our tax lawyers are experts in their chosen field and they use their significant tax expertise to develop and implement comprehensive and creative solutions for our clients. They are not wild and crazy, but they know how, and when, to draw an informed line between “too conservative” and “too aggressive.” Our tax lawyers have successfully drawn that line many times across thousands of transactions for decades. And, if we may say so ourselves, our tax lawyers are also people with whom you’d want to work. They listen to their clients and propose creative solutions to client problems based on the facts, business realities and the law. They don’t say “no” except when that’s the right answer. On the other hand they don’t say “yes” unless they are positive they are right. We think all this makes our Tax Department unique.
While the tax law changes rapidly, it is not uncommon that it lags financial and transactional innovation which, often, is driven by market forces that change even more rapidly. As a result, it is not uncommon to face a “cutting edge” transaction the tax treatment of which is not clearly prescribed by the law. The role of our tax lawyers in these situations is to minimize the risks to our clients to the extent possible and communicate clearly the risks that cannot be eliminated, so that our client can make an informed business decision. The skills involved in this process include all of the skills of a technical advisor.
In addition to the technical, however, in today’s world, clients also seek advice on a broader range of risks. These include an evaluation of whether a transaction likely would be viewed unfavorably by the IRS despite its technical merits, a synthesis and application of market intelligence, and an evaluation of reputational risks to the client. In some cases, uncertainty in the process of innovation results in a request for formal or informal guidance from the IRS. Our Tax Department prizes itself on being able to help our clients sort through the myriad tax issues in modern transactions to arrive at sensible solutions to their tax problems.
In addition to being thoughtful, creative and decision-oriented, our tax lawyers’ expertise extends across the full range of tax matters.
As described on the pages that follow, our Federal Tax practice encompasses nearly all substantive areas of federal tax law in the context of structuring transactions, building and restructuring business enterprises, tax planning and consulting, and representing clients in tax litigation.