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Practice Area Overview
The structure of a transaction can significantly affect its tax consequences, and very small changes in structure or in the underlying facts can have enormous tax significance. Tax lawyers design structures with those consequences in mind, while also taking into account the parties’ commercial goals, timing issues, and any other legal or accounting considerations. The tax treatment of some transactions — such as a “spin-off,” where a company distributes subsidiary stock to its shareholders — is highly complex, and tax lawyers may assist clients in obtaining confirmation of their transactions’ tax consequences from the IRS in the form of a private letter ruling.
Tax lawyers also review and negotiate the terms of the transaction, ensuring that the legal agreements implement the deal in a manner consistent with its intended structure. The agreements also govern the relationship between the parties. They may help the parties understand the intended tax treatment, identify certain tax exposures, and allocate responsibility between the parties for any taxes that may apply.
Tax lawyers also work with clients to determine the most tax efficient manner of carrying on ongoing business operations, taking into account federal, state, local, and international tax considerations.
On occasion, tax-related disputes arise between the parties to a transaction or with the IRS or another taxing authority. Tax lawyers may represent clients in administrative proceedings, private settlement negotiations, or litigation related to these controversies.
Tax lawyers are responsible for providing technical advice and analysis, but must fully understand the overall business transaction in order to do so. The best lawyers give advice in a way that is clear, thoughtful, and business-minded. Tax lawyers need to be closely involved in a transaction from the very beginning and throughout the transaction, in order to be able to give the best advice on an ongoing basis and to be able to modify the structure, if necessary, in response to any changes to the business terms of the transaction.
Stephen L. Gordon, Partner
Andrew W. Needham, Partner
Lauren Angelilli, Partner
Cravath, Swaine & MooreLeigh-Alexandra Basha focuses her practice on domestic and international estate and tax planning. She counsels an affluent international client base on a wide range of sophisticated matters, including estate and trust administration, family wealth preservation, tax compliance, as well as business succession, expatriation and pre-immigration planning. Leigh is head of the Firm’s Washington, DC, Private Client Practice Group. Please view more on Leigh-Alexandra's biography here: https://w...
J ane C. Bergner's practice encompasses a broad range of tax matters, including tax audit and controversy matters; tax collection disputes; innocent spouse issues; civil litigation at the trial and appellate levels; corporate, partnership, business and individual transactional tax planning; the representation of tax-exempt organizations; and estate, gift and wealth planning and probate. Jane is the author of Chapter 50, "Tax Court Jurisdiction, Procedure & Practice," included in the tax t...
Scott A. Bowman’s practice focuses on providing personal tax and estate planning counseling to wealthy individuals and families, advising them on structuring their wealth to minimize income, estate, gift and generation-skipping transfer taxes over multiple generations. He advises on trustee and family governance structures throughout the estate and trust administration process to preserve business enterprises and manage potentially sensitive family circumstances. Scott is experienced in...
Jamie's representations have involved the taxation of financial instruments, the timing of income and deductions, corporate reorganizations, deductions for worthless investments, the substance-over-form and economic substance doctrines, civil tax penalties, and other areas of tax law. From 2006 to 2013, Jamie was a trial attorney with the Tax Division of the U.S. Department of Justice, where he was lead counsel for the government in over 100 civil tax cases, and he received two Outstanding At...
Caroline D. Ciraolo, former Acting Assistant Attorney General of the U.S. Department of Justice’s Tax Division, is a partner with Kostelanetz LLP and a founder of its Washington, D.C. office. Her practice focuses on federal and state civil tax controversies, including representation in sensitive audits, administrative appeals, and litigation, providing related tax advice, conducting internal investigations, and representing individuals and entities in criminal tax investigations and pro...
Sean Clancy is the team leader of Nixon Peabody’s Tax practice, and a member of the firm’s Public Company Transactions team. He assists clients with a broad range of tax and business planning matters and related tax policy matters. My focus Tax Planning I advise clients on federal tax planning, including assistance in structuring mergers and acquisitions and other transactions. In addition, I counsel private equity funds on domestic and cross-border taxation and corporate finance ...
Jodi H. Epstein is a partner in Ivins, Phillips & Barker's Employee Benefits practice. She focuses on qualified plans, with particular expertise in integrations after acquisitions, setting up benefit platforms, and advising qualified plan committees regarding their fiduciary duties. Jodi’s practice includes day-to-day compliance issues, such as assisting with implementation of new legislation and regulations, filing determination letter applications for qualified plans, trouble-shoo...
Mr. Fox is the managing partner of Ivins, Phillips & Barker. He was named in 2012 by the Washingtonian Magazine for the fourth straight year as one of the outstanding tax lawyers in Washington, D.C., in the Washington Post Magazine's list of Super Lawyers for the third straight year, and has been named in Best Lawyers in America in each of the last ten consecutive years. Although, during his 47 years with the firm, Mr. Fox devoted a substantial portion of his activities to international a...
Fred Goldberg is co-head of the firm’s Tax Group and global co-chair of the firm’s Diversity Committee. Mr. Goldberg first joined Skadden in 1986, following two years as chief counsel of the Internal Revenue Service. From 1989 until 1992, Mr. Goldberg served as commissioner of the IRS, and during 1992 he served as assistant secretary of the Treasury for Tax Policy. He returned to Skadden in December 1992. Working with his Tax Department colleagues in Skadden’s Washington, Ne...
Armando Gomez concentrates his practice on a broad range of tax matters. He advises clients on the structuring and financing of U.S. and international partnerships, joint ventures and other cross-border transactions. Mr. Gomez also represents clients in connection with structuring private equity investments and investments in renewable energy projects. In addition, he counsels on valuation and transfer pricing matters, at both the planning and controversy stages. Mr. Gomez represents clients ...
Diara M. Holmes serves as co-chair of the firm's Tax-Exempt Organizations Practice. She counsels tax-exempt organizations, including large public charities; colleges, universities and other higher education organizations; foreign charities and their U.S. affiliates; associations; government instrumentalities; social welfare organizations; and religious organizations on a broad range of tax compliance and governance issues. She advises nonprofit and for-profit organizations on structuring a va...
Carter provides tax advice and other guidance to domestic and foreign individuals and their closely held businesses. In addition to preparing wills and a wide variety of trusts, Carter has established family limited partnerships and limited liability companies and implemented the sale of family businesses to grantor and non-grantor trusts. He has administered estates, established private foundations, advised clients on pre- and post-nuptial agreements, provided post-mortem tax planning advice...
Louis Mazawey brings decades of experience as an authority on the tax aspects of employee benefits in all forms to his work at Groom. As counsel to major insurance companies and a variety of plan sponsors—including corporate employers, trade associations, and public retirement systems—Lou has worked closely with qualified plans, 403(b) and 457 plans, IRAs, employee stock ownership plans, executive compensation, retiree medical benefits, plan terminations, mergers and spinoffs, the...
Jay R. Nanavati is an accomplished litigator, a former federal tax prosecutor, and a founding partner of Kostelanetz LLP's Washington, D.C., office. He has developed an enviable record of success in persuading the government to terminate investigations of his clients and in defeating the government in court. Mr. Nanavati maintains a nationwide practice, focusing on white-collar criminal defense with an emphasis on tax-related matters. He represents individuals and entities facing investigatio...
David G. Noren focuses his practice on international tax planning for multinational companies. David advises clients on a wide range of “outbound” and “inbound” issues, with a particular focus on the subpart F anti-deferral rules, the application of bilateral income tax treaties, and the treatment of cross-border flows of services and intellectual property rights under transfer pricing and other rules. Read full biography: https://www.mwe.com/people/noren-david-g/
Kevin P. O’Brien is a partner in the firm’s Employee Benefits and Executive Compensation practice. His practice has concentrated in employee compensation and benefits for over 30 years. Kevin is widely known as a leader in a wide variety of subjects, including innovative defined benefit plan design, flexible benefits, ERISA fiduciary matters and executive compensation. Before joining the firm, Kevin worked in the Pension and Welfare Benefits Administration at the Labor Department ...
Paul Oosterhuis is a senior international tax partner representing clients on a wide range of international and U.S. tax matters. Mr. Oosterhuis has extensive experience in international mergers and acquisitions, post-acquisition integration transactions, spin-offs, internal restructurings and joint venture transactions. He also represents multinational companies in nontransactional international tax planning and IRS controversy matters. In recent transactions, Mr. Oosterhuis has represented:...
Marcus Owens represents a broad range of nonprofit organizations, including private foundations, charities, lobbying/political organizations and trade associations. The context has ranged from tax planning, the process of formation and application for exemption, through IRS and state attorney general investigations, including complex audits by IRS Exempt Organizations Financial Investigative Units. Marcus’ focus includes executive compensation, excess benefit and self-dealing excise tax...
Mitch Rapaport is a partner in the firm focusing in tax issues related to public finance and infrastructure finance transactions. During his 30 years in practice, Mr. Rapaport has participated in a wide variety of tax-exempt financings, with an emphasis on public-private partnership transactions and other project financings. Mr. Rapaport has worked on numerous public power financings; stadium and convention center transactions; and education, infrastructure and other industrial projects. What...
Christopher S. Rizek is a Member in Caplin & Drysdale's Washington, D.C., office. He also serves as General Counsel to the firm. In 2014, he was listed in the elite "Leading Lawyer" list for Tax Controversy by The Legal 500 . Services Mr. Rizek represents taxpayers in all types of federal civil and criminal tax controversy matters. He also guides clients through IRS audits, prepares administrative claims and protests of IRS actions, and litigates tax and tax-related cases in U.S. district...
Leslie J. Schneider is a partner in Ivins, Phillips & Barker's Washington office. His practice concentrates in accounting methods, the timing of revenue and expenses, the valuation of inventories, and capital v. expense issues. Mr. Schneider is most often recognized for his three-volume treatise, Federal Income Taxation of Inventories, published by Matthew-Bender. Mr. Schneider has developed a reputation as the premier attorney in the United States in the field of tax accounting and inven...
Ken Silverberg is an experienced tax attorney and former CPA-partner at Arthur Andersen & Co. He focuses on tax controversies, including tax audits, appeals and litigation against the IRS and state departments of taxation. He also represents numerous nonprofit organizations and NGOs in the health care, education and trade association sectors. What do you focus on? Tax Controversy Practice I help clients resolve their IRS and state tax problems as quickly and inexpensively as possible. Mos...
Richard’s multinational clients benefit from his extensive experience with tax planning and controversy and trust his guidance to resolve challenging transfer-pricing issues as well as to develop, implement, and defend tax-efficient cross-border structures. For more than 25 years, he has advised clients on tax matters, with a focus on transfer pricing. Richard’s international clients span multiple industries, including transportation, finance, hospitality, electronics, food and be...
Chair of Brownstein’s National Tax Policy Group. Veteran of Capitol Hill who served for nearly a decade as Senate Finance Committee staff director. Creative strategist who finds legislative and regulatory solutions that save clients’ money. Russ Sullivan is one of the top tax attorneys and advocates in the country. When companies face risks in Washington, D.C., they turn to Russ to develop creative solutions that save their industry. For Fortune 50 companies, start-ups and nationa...
Bob Wellen, a partner of the firm, has practiced tax law for nearly 35 years. His practice involves planning, structuring and negotiating business transactions and representing taxpayers seeking private letter rulings from IRS and tax policy determinations from IRS and the Treasury Department and in controversies with IRS. He also serves as an arbitrator and as an expert witness in commercial disputes involving tax issues. Bob grew up in Jersey City, New Jersey. He graduated from Yale College...
Liz Young provides tax counsel to private and public real estate investors, private equity sponsors, real estate developers, and tax exempt organizations to finance community development projects across the U.S. What do you focus on? Transactional Tax Experience I started my legal career in the international tax department of one of the largest professional services firms in the world. There, I handled complex inbound and outbound tax planning and tax compliance for multinational clients, dom...
Jordana Hausman represents investors and developers in real estate transactions financed through the use of tax credits, with a focus on representing syndicators investing in the construction and preservation of affordable housing developments financed through the use of low-income housing tax credits, including transactions incorporating historic rehabilitation and renewable energy tax credits, tax-exempt bond financing, and other federal and state subsidies.
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