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Our Tax & Benefits Department has one of the largest and most sophisticated practices in the country. Principal areas of focus include the tax structuring and implementation of mergers and acquisitions by private-equity funds and other entities, private equity and hedge fund formation, representation of limited-partner fund investors, executive compensation and employee benefits, regulated investment funds (RICs), financial instruments, international, exempt organizations, controversy work and public finance. Our demanding and fast-paced transactional practice is complemented by the government experience, bar association leadership and scholarly work of our colleagues. Five of us have served in tax policy positions with the U.S. Treasury Department; six of us have served as head of a committee or subcommittee of the American Bar Association Tax Section; and several of us have authored leading treatises and numerous articles on tax and benefits issues. To help you understand our practice, we present below the answers to Frequently Asked Questions.

FAQs
What do we do?
How are we organized?
Can associates do both tax and benefits work?

How are work assignments distributed?
Do associates have an opportunity to work with different partners?
How much partner contact and client contact will I have as a first-year associate?
What is the range of projects I can expect in my first year?
What sort of formal training will I get to supplement the courses I took in law school?
What have we done lately?

 

Chris Leich, is the head of the Tax & Benefits Department.

 


What do we do?
Mergers and Acquisitions: We have a demanding transactional practice. Clients regularly ask us to apply our creativity and resourcefulness in real time to complex mergers and acquisitions, financings, reorganizations, spin-offs, work-outs and joint ventures. In the last couple of years, for example, we have provided tax and benefits advice on some of the largest private equity leveraged buyouts in the country, including the buyouts of Axcan, Avaya, Outback and Dunkin Donuts Brands.

   
Leo Arnaboldi, left is a tax partner in the New York offices Leo specializes in giving transactional tax advice and is a member of the firm's Hiring Group.

Private Equity & Hedge Fund Formation: In the private fund arena, we help establish private equity and hedge funds for fund sponsors, and review the terms of private equity funds on behalf of prospective limited partner investors. We are engaged in private equity fund formation from the perspective of both the sponsors and the investors. In doing this work, our tax and benefits attorneys focus on both technical aspects and business and commercial terms — work handled in most firms by corporate lawyers. Our involvement in all aspects of these transactions illustrates our commitment to training business-savvy tax and benefits lawyers.


Executive Compensation and Employee Benefit Plans: We advise on the full range of executive compensation matters within and outside of the transactional context, including employee stock options, the taxation of non-qualified deferred compensation, “golden parachute” issues, ERISA compliance, severance and employment contracts, supplemental employment retirement plans and other executive incentive programs.  We are also involved in all phases of the design, implementation, compliance and administration of other employee benefit plans, working where appropriate with the Internal Revenue Service (IRS) and Department of Labor (DOL).  Our employee benefits practice is uniquely enriched by a Benefits Consulting Group that works alongside our lawyers and includes actuaries and consultants.

 
Peter Rosenberg, is a benefits partner in the Boston office. Peter devotes a substantial part of his practice to the ERISA aspects of private equity investments

 
Jon Zorn, spends much of his time working on executive compensation and other complex employee benefits matters.

Investment Management: We have one of the leading investment management tax practices in the country. Our partner Susan Johnston literally wrote the book on the taxation of mutual funds — Taxation of Regulated Investment Companies and their Shareholders (Warren Gorham & Lamont). As mutual funds have come under increasing regulatory scrutiny in recent years, attention to the tax aspects of mutual funds has increased as well. We are regularly asked by our mutual fund clients to assist them in ensuring compliance with all applicable tax laws.

 
Susan Johnston, left, and Rom Watson, right, are both partners. Susan specializes in the taxation of mutual funds and other pooled investment vehicles and has co-authored the leading treatise on this subject. Rom is one of several tax partners in the department who specializes in international tax issues.

International: Led by our partners Rom Watson and Elaine Murphy, we have an international tax practice that is the envy of many of our brand name competitors. We are regularly called upon to act as special international tax counsel in complex cross-border transactions. Our tax clients also include foreign universities, multilateral organizations, and foreign governments.

Exempt Organizations: The firm's exempt organization work can be traced to its founding in 1865, with Harvard University as a principal client. Like the firm as a whole, the exempt organization practice has extended far beyond its Harvard roots. The firm now represents an extraordinary array of schools, colleges, universities, health care institutions, museums and other charitable organizations throughout the country on tax and employee benefits issues. Here again, our tax and benefits lawyers are leaders in providing practical advice to the profession in their area of expertise.

 
Morey Ward joined Ropes & Gray in January 2009 as a counsel with the Tax and Benefits Department in the Washington, D.C. office. She specializes in working with tax-exempt organizations, including private foundations, public charities, colleges and universities, foreign charities, museums, and cultural organizations.

 
Associate Sabrina Glaser (Yale Law School '06) works with partner Sharon Remmer.

How are we organized?
The Tax & Benefits Department is headed by Chris Leich,  who is also leader the Tax Practice group.  Loretta Richard heads up our Employee Benefits Practice group.
 
Loretta Richard is a partner and practice leader for our Benefits group.  Loretta concentrates her practice on employee benefits and executive compensation matters,  as well as tax controversy matters.

The Tax & Benefits Department has approximately 50 professionals in Boston, 24 professionals in New York, 8 professionals in Washington DC and two professionals in San Francisco.

Can associates do both tax and benefits work?
They can and do. Our associates spend their first two years practicing in both practice groups and then can choose an area practice. As many of our associate become more senior and gain experience, they  begin to develop preferences and decide to specialize in either Tax or Benefits. However,many continue to combine a number of disciplines within the tax or benefits sides of the department.
 
Sabrina Glaser, an associate in our benefits group, joined the firm in 2005 and worked on both tax and benefits matters in her first few years.

 
Adam Greenwood (Columbia Law School '04) and Lee Allison, partner, teamed up recently to advise a London based Private Equity Firm on its tax structure.

How are work assignments distributed?
A rotating team of partners are in charge of distributing work assignments in the Tax & Benefits Department. Associates report to the team on their level of activity and the status of their matters, and the staffing team works together with the Chris Leich, the head of the Department to ensure that the work is equitably distributed. We strive to make work assignments that best fit with the associate's preferences and career development.


 
Partner Lorry Spitzer and associate Elizabeth Norman (University of Michigan '04) work frequently with each other on tax issues relating to schools, universities and other exempt organizations.

Do associates have an opportunity to work with different partners?
Yes. One of our goals is to give our associates exposure to as many different partners and projects as possible. Using a cross office staffing system we encourage each associate to visit other offices and to participate in cross-office client teams. Many of our partners and associates travel to the firm's New York and Washington D.C offices to collaborate on matters. Through working with different partners, associates gain exposure to different practice areas and develop an understanding of the common traits shared by successful tax and benefits practitioners.

How much partner and client contact will I have as a first year associate?
In the Tax & Benefits Department, you will have extensive partner contact and will find that they will encourage you to have as much client contact as possible. At our firm, no one lawyer or group of lawyers has ownership of any client. All clients are clients of the firm, and we believe that the best way to build a strong client relationship is to have as many points of contact between the firm and the client as possible. Thus, maximizing your client contact is not only good for your development as a tax and benefits lawyer but also good for the firm's business.

What is the range of projects I can expect in my first year?
You can expect to be treated as a full-fledged member of the Tax & Benefits Department in your first year, which means that any issue that arises in the course of practice will be fair game for you and you should feel free to call upon the expertise of any of your colleagues. We invite you to engage in the adventure of attempting to interpret the application of the tax law to complex fact situations. In addition to embarking on the career-long effort to hone your research and writing skills in the tax or benefits areas, you may be asked to take on more concrete tasks such as marking up the tax provisions of a merger agreement or the tax section of a prospectus, in each case with the assistance of precedents and the firm's form documents. You might also be asked to participate in all aspects of the formation of a private equity fund or write a memo analyzing the key terms of a private equity fund for a prospective investor in that fund.

 
Cecile Antier joined Ropes & Gray in the fall of 2008 as an associate in New York, read about Cecile’s experiences in our Department here.

 

What sort of formal training will I get to supplement the courses I took in law school?
Both the tax and the benefits practice areas conduct an extensive training program for associates, consisting of seminars prepared and presented by partners and experienced associates within the Department, as well as the opportunity to attend conferences and seminars outside the firm.

 
Partner Dan Kolb often works on complex fund matters.

What have we done lately?

  • Advised TPG Capital on tax, employee benefit and executive compensation matters in its proposed $3 billion acquisition, along with Leonard Green & Partners, of clothing retailer J. Crew Group, Inc.
  • Advised TPG Capital and the CPP Investment Board on tax, employee benefit and executive compensation matters in their $5.2 billion acquisition of IMS Health Inc., the largest LBO in 2009 (according to Bloomberg).
  • Advised a private equity consortiumon  its $1.1 billion (U.S.) leveraged buyout of SkillSoft, a Dublin, Ireland-based Internet training and software provider of performance support solutions for business, government and academe.
  • Ropes & Gray advises many tax-exempt colleges and universities on their health & benefits plans, as well as with executive compensation matters.
  • We advised Bain Capital and Thomas H. Lee Partners on the tax structure and debt purchases of Clear Channel, one of the nation's largest radio corporations, in conjunction with one of the largest LBO's in U.S. history.
  • Provided comprehensive executive compensation and benefits advice to a multinational public retailer, The TJX Companies, Inc.