For Attorneys & CPAs
Tax Counsel for Your Deal, Without Adding Headcount
If you're an M&A attorney or CPA with a client mid-transaction, you don't need to become a tax attorney to get your client through the deal. You need one on call. I work as co-counsel or a consulting resource, brought in for the tax piece of the deal while you keep the client relationship.
What I do not do
I'm brought in for the tax and structuring piece of a specific transaction. I'm not trying to become your client's general counsel, take over the deal, or build a relationship that competes with yours. You stay the point of contact for the client on everything outside the tax scope, and the engagement ends when the tax work is done, not when I decide it should.
That scope boundary is deliberate. Most firms don't have (and don't want) a full-time tax partner on staff for the handful of deals a year that need this level of structuring. Bringing in dedicated tax counsel for just the piece that needs it, on a case-by-case basis, is usually the better economics for everyone, including your client.
How a referral engagement typically starts
- 1
A quick call about the file
You describe the deal and where the tax question sits (structuring, an election, QSBS, a due diligence concern), and we figure out whether it's a fit before anything is formalized.
- 2
Scope and engagement structure
We agree on what I'm handling, how I'll interact with your client and the other side, and how the engagement is billed. Terms are worked out directly with each referring firm rather than a fixed formula, since deals and firms vary enough that one structure doesn't fit all of them.
- 3
Work on the file
I draft or review the tax provisions, run tax due diligence, or handle the specific structuring question, coordinating with you and, where relevant, the client's other advisors, throughout.
- 4
Handoff and closing
The tax piece gets folded back into your deal, closing proceeds on your timeline, and I stay available for the post-closing items (elections, filings) that the structuring created.
What I handle for your file
Tax provisions in the purchase agreement
Drafting and reviewing the language that makes the chosen tax structure enforceable, integrated with the rest of the agreement you're already negotiating.
Tax due diligence
A focused review of the target's tax exposure and filings, reported in a form your client and the broader deal team can actually use.
F reorganizations
Structuring and executing an F reorganization where it improves the deal, coordinated with your timeline and the other side's counsel.
General tax and deal structuring advice
A sounding board for structuring questions that come up mid-deal, whether or not they turn into a full engagement.
How engagements typically work
Referral and co-counsel engagements are worked out directly with each firm. Reach out and we'll figure out the right structure for your file.
Who this is for
- M&A attorneys with a client mid-transaction who need dedicated tax structuring or an election analyzed without adding a tax partner to the file.
- CPAs advising a client through a sale or acquisition who need the tax planning paired with legal drafting that will hold up in the purchase agreement.
- Firms that occasionally need this level of tax specialization but not often enough to justify hiring for it.