In the ever-shifting landscape of tax law, staying clued up on the latest developments is key. We caught up with four tax experts at Cleary Gottlieb to break down the ins and outs of their practice.
Chambers Associate: What does practicing tax law involve on a day-to-day basis?
Kylie Barza, partner: My day is largely driven by what is required on each of the deals I’m handling. As a tax lawyer, I am often involved in many active deals at one time. Some may just be getting off the ground, while others are racing towards signing and thereafter, closing. Each stage in a deal’s lifecycle requires different things from the tax lawyers involved. During the early stages, we often engage in discussions about structure and conduct high-level thinking about the transaction’s tax efficiency. Once we are actively negotiating towards signing, I read and markup transaction documents (often on tight deadlines), have calls with the client and opposing counsel to negotiate contractual provisions, and research any new issues that arise. Once a deal has signed, there may be pre-closing transactions (i.e., a restructuring or asset carve-out) that is required, and we will be involved in ensuring that the restructuring is completed in accordance with the purchase agreement.
Maureen Linch, partner: My practice is primarily transactional, so I am usually in the middle of a bunch of different deals at various stages of the transaction lifecycle.
My typical day involves a combination of meetings, reading, writing, revising, and drawing. Meetings can be with clients, other lawyers at the firm, accountants, or counterparty counsel, and can involve negotiating, answering questions, giving advice, and explaining documents. I read all sorts of materials – the tax code, IRS regulations and guidance, case law, scholarly articles, news, contracts, emails, and forms. When I’m writing and revising, it is typically a contract, memo, or email. Drawing might not seem like something a lawyer does, but it is also part of my job. Tax lawyers often create complex structure charts, which are pictures of companies’ relationships with each other. We use different shapes to show the tax characteristics of each entity: corporations are rectangles, partnerships are triangles, etc. With multinational companies that have many subsidiaries or that are planning for multi-step transactions, the pictures can be extremely complex. I especially enjoy figuring out how to show intricate structures in pictures that are easy to understand.
Right now, among other things, I’m advising a number of clients about the implications of the One Big Beautiful Bill Act that was passed in July 2025.
David Maranjian, associate: No two days are the same – this is part of what I love about the practice, and what keeps it interesting. You could be researching tax regulations, drafting transaction documents, analyzing structures, explaining concepts to clients, teaching juniors, gathering facts from your colleagues or clients, preparing substantive legal advice, or all of the above. The work is very collaborative – you're constantly working with team members to understand facts and analyze how tax rules apply. This means significant time spent walking through the transaction with colleagues to ensure you fully understand what’s happening.
Some projects are primarily research and writing, or mostly negotiating, but most require a mix, depending on where you are in the process. For example, if you’re helping a client set up a new investment fund, you may spend time negotiating contracts, explaining risks to the client, coordinating with local counsel, drafting disclosure for investors, walking stakeholders through the structure, researching issues that arise when discussing the structure and how it will work in practice, and much more.
Abdel Rodríguez, associate: A big part of what makes practicing as a tax lawyer exciting is that no day is alike. I looked back through my diaries, and during a single day I reviewed a partnership agreement, responded to questions from investors, prepared disclosure, reviewed a bond offering document, and dove into legal research for our pro bono clients.
CA: How does tax law intersect with other areas of law? Are there any other practices you collaborate with regularly?
DM: Tax law is relevant to virtually all commercial transactions, so tax intersects with nearly everything the firm touches. This means we get to work with everyone. We also get to learn what’s important to the other teams so we can ensure we’re balancing competing concerns – a structure that's tax-efficient might not work under ERISA, antitrust, or other regimes, so we constantly communicate and keep each other in the loop. Additionally, we regularly coordinate with non-US tax lawyers since different jurisdictions view transactions differently – we need to make sure that in solving a U.S. problem we aren’t creating issues elsewhere, and it’s often up to us to ‘quarterback’ the tax teams and make sure that all the pieces fit together.
More fundamentally, to know how to treat something for tax purposes, we need to understand the facts, and often the most important facts are the terms of the agreement and how they operate. We spend a lot of time learning about legal and commercial terms of agreements, even when those terms are about economics or governance rather than tax.
ML: As a transactional tax lawyer, I interact with more lawyers from other practice areas than most lawyers at a Big Law firm. I get to work on a little bit of everything: M&A, renewable energy, intellectual property, capital markets, funds, bankruptcy, finance, and litigation. The bulk of my work is M&A, so I spend most of my time collaborating with my colleagues in the corporate groups.
AR: In the same way tax shows up in many facets of our day-to-day life, tax law intersects with most practice areas at Cleary. My practice has evolved during my time at the firm, and nowadays I work very closely with our private funds team and regularly work with our structured finance team in Washington, D.C. I’ve also had the opportunity to work alongside our Latin America group and capital markets group.
CA: Are there any trends driving work in the area at the moment?
KB: For most of my career I’ve focused on M&A work, and that has seen its usual ups and downs over the last few years. I’ve seen a rise in continuation vehicle transactions recently, which at a high-level are transactions in which a private equity fund’s investors and its sponsor are given the opportunity to remain invested in a particular asset (portfolio company) while the remainder of the fund’s investors seek liquidity (exit). Cleary’s fund and M&A practices have allowed us to be involved in interesting “CVs” and that comes with tax work – analyzing both fund and M&A related tax aspects.
ML: Right now, most of my clients are focused on the One Big Beautiful Bill Act and its many tax-related changes. It will affect the tax treatment of companies’ debt, foreign investments, clean energy tax credits, and many other commercial activities and investments. Many of my clients need counsel about how the new law will affect their tax positions, their operations, and their supply chain relationships. Clients are looking to understand how the new law changes the treatment of transactions they are planning to complete and what changes they will have to make to structures and tax positions as a result of the new law.
DM: I started just before the 2017 U.S. tax reform bill, which was the biggest change to U.S. tax laws since 1986. Rather than slowing down, the rate of change seems to have accelerated since then. The international landscape has seen huge changes in recent years (like the OECD's two-pillar framework creating new minimum tax regimes). Domestically, several reform bills have overhauled entire bodies of tax law (for example, renewable energy tax credits), then changed them again.
There are at least a few times a year where a new case, regulation, or other authority comes out that directly impacts a transaction I’m working on. It's exciting if you like to learn, as the law constantly evolves, creating opportunities to continuously develop.
CA: What interests you most about tax law? What drew you to this practice?
DM: I like the idea of learning a body of rules so you can apply them in strategic and interesting ways. I think of it like a board game: reading the rules in a vacuum isn’t fun, but once the game starts, the rules become relevant. The better you understand the rules at that point, the better you can play the game, and the more fun it is. Tax is similar. It takes years to learn the rules (and they keep making new ones), but you get to start playing quickly. After only a little bit of time studying specific areas of tax law, I understood why particular transactions were structured in certain ways, and it made the practice much more rewarding. It's a steep learning curve, but the higher you go, the farther you see.
KB: The most interesting thing to me about the tax work we do is that although you have a basic roadmap for what the law is or should be (the Code, regulations and IRS guidance), it’s rare that the questions we receive are directly addressed by that roadmap; instead, we have to take all that we know, and apply the law to new and interesting facts. In a way, our job is like solving a really hard puzzle, using clues from another really big puzzle.
ML: My favorite part of my job is getting to collaborate with my colleagues to solve problems. I was a middle school teacher before I went to law school, and I had no idea tax was even interesting, let alone that it would become my career. In law school, I took a tax class as an elective because I didn’t know anything about it, and it seemed like something lawyers at Big Law firms should know at least a little bit about. The surprise for me was how much I enjoyed the class. It felt like solving puzzles but at the same time getting to consider big policy ideas. I was hooked after the first day of my basic income tax class.
CA: What are the highlights of practicing tax law?
AR: I am always learning – about substantive tax law, business dynamics in M&A transactions, Islamic finance, non-profit law, and accounting. The practice of tax law interacts with and requires an understanding of so many other areas of business and law that there's always something new to discover.
ML: There is never a dull moment practicing tax at a Big Law firm. I get to work on a variety of matters, so each day ranges in activity. The law is continually evolving, sometimes because new regulations are issued, sometimes because the IRS puts out new guidance, but also because Congress changes the tax code every few years. When a new law is making its way through Congress, like this year with the One Big Beautiful Bill, tax lawyers need to follow it closely and evaluate the impact on their clients so they can help them understand the implications for their structures, transactions, and tax positions. New laws create a level playing field where junior lawyers can quickly become as well-versed, or even more so, than their senior counterparts.
DM: A highlight that stands out was when I did a secondment at a client in their legal department a couple of years ago. I formed deep relationships with the client, and also came to better understand what it’s like to consume legal services (which improved my ability to provide them). The broader highlights come when your understanding reveals strategic opportunities, like suggesting a change to a structure that elegantly resolves an issue, or spotting problems early that save problems down the road.
CA: And conversely, what are some of the challenges?
ML: The ever-changing nature of the law is a challenge. It takes an enormous amount of work and focus to keep track of fast-moving, complex legislation, especially when you have so many other things to do on a given day. Tax is one of the most intellectually challenging areas of the law because you have to understand so many ever-changing rules and the economics of the transactions your clients are planning to undertake.
KB: The best part of the practice is also one of the hardest – the fact that there are often no clear answers to the questions we receive. It is difficult to tell clients that there is no clear “yay” or “nay” on the question, which sometimes means they will not go through with a transaction structure that is really desirable and important for their business objectives. Being the messenger in that case is a challenge for me.
DM: The mental agility required to switch between matters can be a challenge. Some days I work on 15-20 different projects, and switching between scenarios without mixing up facts is a skill that takes time to develop. The variety is also one of my favorite aspects of the job, but it's genuinely challenging. Each matter has different facts, timelines, and issues. You need systems for staying organized, but once you adapt, that variety becomes rewarding.
CA: What are your responsibilities as a partner/associate?
KB: My responsibilities as a partner fall into several categories. On deals, as the tax partner, I ensure clients understand the tax consequences and risk allocation, aligning these with their expectations. However, our work extends well beyond the billable time spent on client matters. As a tax partner I also consider it a primary responsibility to train and mentor our tax associates (and other associates) so that they can be successful as they advance in their careers. I also consider it our responsibility to set the example and create a pleasant, respectful, and engaging culture both within the tax group and firm as a whole.
ML: My responsibilities to clients include answering questions that come up for clients and colleagues, helping facilitate transactions, negotiating agreements, and advising clients on decisions they have to make. My responsibilities to my colleagues involve training associates, communicating openly and promptly, and being a good teammate.
AR: Something that differentiates the Cleary tax practice is how much tax associates are asked to delve deeply into issues relevant to our work early on in their time as practicing attorneys. We’re often dealing with unique issues where there’s no obvious answer, so as a junior associate, you’re the one tasked with trying to solve the problem. On a more day-to-day basis, I am usually taking a first pass at the documents that we’re asked to review, responding to questions from investors (and conducting research to respond to those questions), or preparing tax disclosure.
DM: Tax associates are expected to jump in from day one as masters of the facts. It’s crucial to stay close to what's happening so you can brief senior colleagues and flag changes as they arise. As you get more senior, you're expected to understand the law, though this ramps up gradually given how complicated tax law is.
As a tax associate, understanding the facts is your responsibility from the start, which can be daunting but also provides the context to understand what you’re doing, which is a big part of what makes the work so rewarding. As a junior, I was surprised how deeply engaged I was with the basic facts of the transaction (even compared with corporate colleagues, who are often on bigger teams such that each associate might only take a discrete slice of the project).
CA: What kinds of clients do you typically work with?
ML: My clients include big companies from a variety of sectors. I work with companies in the technology, pharmaceutical, fashion, electronics, and entertainment industries.
KB: I work with many different types of clients – banks, private equity funds, tech companies, and multinationals.
DM: I've developed my experience with private investment funds and their investors – equity funds, debt funds, secondaries, continuation vehicles. Like the funds, the investors are diverse: some are other funds, individuals, foundations, U.S. and non-U.S., private and sovereign.
I also advise financial institutions on more general international tax and structuring questions, as well as complete some M&A and joint venture structuring and deal work for a range of clients (strategics and financial investors). Because investment funds buy all kinds of companies, their portfolio companies raise different issues depending on the type of company and their structure. This variety keeps it all interesting.
AR: Lately, I’ve been working more with private funds and financial institutions. That said, I’ve worked with sovereigns, operating businesses, and small newly formed non-profits.
CA: What unique opportunities does practicing tax law at Cleary offer to young lawyers?
KB: Tax law offers a young lawyer the opportunity to engage with difficult questions from early on in their career, and to assume responsibility from a relatively junior level. For example, many of our teams on the tax side are staffed with just a partner and an associate, which means the associate will inevitably get a lot of exposure to the client and other senior lawyers at the firm, and will “run” the deal from the tax side much sooner than may otherwise be the case.
ML: At Cleary, you get to work on deals that are on the front page of the newspaper with some of the most interesting, collaborative, smart, and engaging people in the legal industry.
AR: All Cleary tax associates attend training sessions as first and second years that introduce basic concepts and delve into how those concepts overlap with our day-to-day practice. We also have weekly lunches as a group where we discuss the latest developments in tax law and in our practice. There’s a strong culture of mentorship in the group, and the more senior associates and partners are deeply dedicated to ensuring the success of the more junior associates.
DM: Cleary tax staffs its matters more leanly than many of its peers, and is on the smaller side considering how high-profile the group and its tax work is. This means people work on a much broader variety of matters than at many other firms, where tax lawyers focus more narrowly. In addition, because teams are staffed leanly, juniors often work directly with partners from the beginning. There is always support – it’s a tight-knit group and others are always eager to help – but because you get direct partner access and work on high-level matters early, you hit the ground running and are given real responsibility from the outset. Partners want you to succeed across all kinds of different tax work, and they recognize it's their job to train you. This combination of high expectations with strong support creates an accelerated learning environment.
CA: Are there any misconceptions about tax law among law students which you’d like to clear up?
ML: The biggest misconception about tax law is that it’s dry and only about math. The practice is not dry at all. As a tax lawyer, you get a window into every practice at the firm, and you get to do all sorts of different types of work. You can’t be afraid of math to be a good tax lawyer, but you don’t have to be a math whizz.
KB: I often hear a concern from students that tax lawyers are “siloed” from the rest of the deal team and the deal, which has not been my experience.
DM: I don’t know if this idea still exists, but when I was in law school there was the thought that tax lawyers were calculating taxes, or doing bookkeeping, math or similar sorts of accounting. But we’re really more like corporate lawyers who hone in on regulatory law – we negotiate contracts, advise clients on related risks and issues, research and draft memoranda, and so forth. Calculating taxes or running models isn’t something we’re called on to do, and is usually handled by an accountant.
AR: There’s little math involved, and we rarely deal with tax forms!
CA: And finally, is there any advice you have for aspiring tax lawyers?
ML: Make friends with people in other practice areas. You will need good lines of communication if you want to do your job well.
KB: Approach your practice with genuine curiosity, and in the process you will learn the substance (and it will be more fun).
DM: If you're interested in tax law, taking tax classes matters as much for networking with professors and peers as for mastering the legal content itself. In my experience, many of those relationships have outlasted the laws that we were learning about!
For someone unsure about tax – try it! Even if you end up doing corporate work, tax is important to transactional practice. The more you know, the better you'll understand what tax attorneys tell you and know when to avoid a headache by looping them in.
AR: I’d recommend taking partnership tax and becoming familiar with tax research. Tax research is in many ways much like any other form of legal research, but it’s also sufficiently different, so having some background will be helpful. That said, these are both things I didn’t do as a law student (so it’s ok if you don’t – all that you need to succeed is the willingness to learn), but I think it would have been helpful.
