AHLA's Speaking of Health Law
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AHLA's Speaking of Health Law
Career Journeys in Health Tax Law
Alé Dalton, Partner, Bradley Arant Boult Cummings LLP, speaks with Marlene Zieah, Attorney, Hall Render Killian Heath & Lyman PC, and Maverick Flowers, Associate, Polsinelli PC, about their experiences as tax lawyers in the health care space and how to get into this area. Marlene and Maverick share what led them to tax law, the ins-and-outs of pursuing a Tax LLM, misconceptions about practicing in this area, the intersection of tax law and health law, practicing tax law at a large law firm versus an accounting firm or the government, and the kinds of issues their clients are currently facing. From AHLA’s Early Career Professionals Council.
Watch the conversation here.
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Speaker 3:Hey everybody, welcome to today's episode of Speaking of Health Law, brought to you by the American Health Law Association and the Early Career Professionals Council . I'm your host for today, Allie Dalton. I'm a partner at Bradley where I get to help clients navigate deals and day-to-day operations in a highly regulated industry. And today, I'm so excited to host an episode on an area of law that has a huge impact on the healthcare industry, but doesn't always really get the spotlight , um, tax law . So whether you're just starting your legal career or exploring new areas of practice, this episode is packed with insights and stories from some tax law, healthcare law practitioners. And just hopefully we'll help you explore new areas of practice. I am joined by two guests today, Marlene Zaya and Maverick Flowers, and they're gonna share about their experiences as tax lawyers in the healthcare space, as well as opportunities in this space, and why early career professionals should consider this as a path. So, welcome Mav and Marlene, we're excited to have you.
Speaker 4:Thanks for having us. Thank you so much. It's great to be here.
Speaker 3:So, Marlene, you are an attorney at Hall Render and you focus on tax exemption. You advise both tags , exempt and for-profit organizations on transactions, all things related to operational questions and tax . Um, but your background's really interesting. Um, you started at Ernst and Young, you've been at the IRS and now you're at a firm. So really excited to hear your experience, these different settings. And Maverick, you are a polsinelli , you are a seasoned corporate lawyer. You have your tax LLM, you do deal work, and you also advise your corporate clients on day-to-day questions. Um, so we're excited to hear, and you have spent your entire career at firms, so we're excited to hear about your experience and how y'all end up in healthcare law. Um, to kick things off, I think it'd be really great if you guys could share a little bit about what led you to specialize in tax law, especially in the space of healthcare. I think folks forget sometimes that healthcare is not just licensing and regulations or hospitals necessarily from an operational seeing patients day to day perspective, but there's a lot in the background and a lot of it does implicate tax law and considerations. So I'd love to hear from you guys how you ended up where you are today.
Speaker 4:Um, Allie , thank you so much again for being here. I'm excited. You know, when you introduced this topic, I was like, yes, I love to talk about tax to anyone who will hear or listen. Um, so yes , I'm a tax attorney at Hall Render . It's a national healthcare focused law firm headquartered in Indianapolis, but I sit in Detroit and there are offices nationwide. Um, having, having it be a healthcare focused law firm is just very unique because when I graduated from law school, I spent about five years in big four accounting, and I'm excited to talk to everyone on about my experience there, mostly in international tax, which um, is not something that my firm or most local or mid-size, even some larger law firms will. Um, international tax is more big four Washington based , but it's a very interesting area and a lot of the skills I kind of took away from that experience can be applied. Um, how did I get into it? Was it , I feel like it's really cliche to say it just happened, but tax is one of those areas where like you do have to try it and it's like, it's almost like you have to take that product like home and experience it before, you know whether it's for you, but it's such a value add to just do that. It's like not very , you can't demonstrate just kind of how much you may or may not enjoy it and how you'd be surprised how great you could be in this space. Um, but I had a background in business and my first level of security is regulation. So I would say if you like a lot of the code-based courses, you do so well in tax , but it's really anyone's game because it's a lot of , um, like solving of puzzles and really just digging deep. It's specialized and challenging and no day is the same. Um, but yeah, I'm great to at say be here and I think, you know, Maverick and I both offer such different and vast experiences in tax, so hopefully it'll be a good just union.
Speaker 3:Thanks Marlene. Yeah . Um , how did you end up in tax law?
Speaker 5:Um, I ended up in tax law because I really, I got to law school doing, I wanted to do something transactional, and then I realized I really didn't like law school <laugh> . Um, I had a buddy who was , uh, he had an accounting degree prior undergrad that was doing a dual degree program where I was, I was at the University of Denver Stern College of Law and , uh, he was doing the dual degree , uh, tax LM program we have there. And , uh, got me to sit in on a couple classes and I loved it. It was taught like a, it was , it was a joint program still is between the law school and the graduate business school there. And , uh, it's taught like a graduate business school, like very problems and solutions, kind of like focus and oriented, very polar opposite the Socratic method. And I was like, this is kind of, you know, like I , I like learning about this. It's , yeah , as Marlene said, very like code specific puzzle solving. Um, and I was hooked. Um, I , I knew at that point , uh, after , uh, sitting in that first class I was like, you know, sign me up for the stool degree and , uh, talked to my corporate law professor about it a lot too at that time. And , uh, you know, I remember going through the normal, you know, case long incorporations class , uh, where he'd walk us through these cases and these transactions that made like no sense on paper because , um, you know, buying like a company that's just bleeding money , um, wasn't making , it didn't make any sense. He was like, oh , there's tax reasons for this, but we're not gonna go into that. And so just kind of peaked my curiosity , uh, on that as well. So , um, have to , uh, you know , thank my friend, one of my good friends from law school for, for getting me to sit on one of those classes and , um, I've been a tax nerd ever since. So
Speaker 3:I love it. Thank you both for sharing. Maverick, while we have you on the LLM topic, would you mind sharing with our listeners, especially for folks who might be in law school or interested in law school or who are early career professionals who might be wondering what that looks like. Can you chat a little bit more about the LLM program, how long it is, and sort of how it's helped you slash why you made the decision to attend beyond, you know, wanting to know what the tax considerations were for buying a bleeding business?
Speaker 5:Yeah , no , um, tax LM program usually , uh, at most , uh, schools with , you know, one year program, they somewhere a little bit longer if you're like part-time or, you know , you have like three years to complete it. But , uh, yeah, it was a , it was a great process. I , I knew , um, a a lot of people , um, that didn exactly what I do now, like on the deal side that didn't necessarily go through the tax own program. I'll always say like, for anyone who wants to like practice, like in the transactional space, whether that's corporate m and a or like real estate , um, you know, having that tax background initially and that , uh, that training gave me a leg up on my peers. I, I feel like I came in , um, a little more prepared on just like, you know, simple questions or just like conceptually like understanding like a , a structure or strategy that a client would try to pursue from a tax standpoint. 'cause sometimes, I mean that we always like to say like the tax tail should, should never , um, you know, lead the dog basically, but <laugh> , um, no, it , it , it was super helpful. It , it was something I was really passionate about. I really enjoyed, I loved the com , the , the problem solving and kind of the puzzle , uh, type , uh, code-based solutions and stuff compared to, to the general like law school experience. I mean, there is a lot of like gray area and , and legal room to, to , to be creative also in tax law, just like any other aspect of the law. Um, it was just something that , um, a lot of people ran away from. 'cause I think , you know, I have people all the time to this day that ask me like, oh, 'cause it's April right now. So they're like, oh, are you just like slammed right now? Like , it's super busy. It's tax season. It's like, no , no, not necessarily. Like that's, it's for the CPAs and stuff and the accounting firms, but , um, yeah, it's not, you know, not necessarily you have to be great at numbers , um, to really dive into it. I was a failed biology major that converted to political science and , uh, did public policy with a specialization in healthcare policy , uh, at the University of Alabama. And , um, you know, not numbers focused was a lot of like self-teaching. Um, you know, I remember sitting in that first class and I was like, what the heck is basis? I had no idea what that meant. Like Googling had , I think I literally had just like, you know, tax accounting for dummies, like just trying to like teach myself and watch YouTube videos, just understand the lingo. But once you kinda get past like the lingo language barrier, it was , uh, or , you know , all started to come together. So it was , uh, something , uh, you can do with no , um, background in accounting or finance or anything like that. It's, it's , uh, it's still , uh, possible to make that crossover from like a liberal arts type degree.
Speaker 3:I love that. And I'm glad you brought that up because we had talked about wanting to share that with our listeners a little bit about the common misconceptions about tax law. So if we're all being honest, I think the, the big ones that come up, and you guys probably experienced it more as folks who are in the tax law space, are lawyers are terrible at math , um, numbers are scary. Um, are you a cpa a are you a lawyer? Do you need to be a CPA to then, you know , kind of focus on tax law. Um, and then the other one is perhaps that maybe there are not a lot of early career professionals in this space. Um, which, you know, arguably that also presents an opportunity that I think y'all can speak to. But I do think that sometimes it can feel intimidating, it can feel very much, I don't know about y'all, but we don't have drugs or summer associates coming in and saying, I wanna be a tax lawyer when I grow up. Um, even if they are very well suited for some of the things that you guys have expressed of being very, you know, if they love the code based classes or they love the transactional side. And so I would love maybe Marlene, if you can share a little bit about those, what your thoughts are on those misconceptions and what you would say to folks who, like Marick was saying, might be trying to, you know, cross the divide between liberal arts degrees and the interest in transactional world and how, how much numbers and affinity for numbers play a part in this.
Speaker 4:Oh, absolutely. And it's such an important question too. 'cause I'm, I was just laughing as Maverick was talking 'cause when I got my LSAT score, I was like, okay, I guess I'm going to law school. So I started looking at different areas of law and glossed right over tax . I was like, why would anyone, because I had that same misconception. That's why I was saying it's one of those areas where you kind of to immerse yourself, which is why law school's just such a valuable experience. You, you really get to like dabble. Um, and even in the law firm setting, you do get to dabble in different areas. Um, so the calculation and like quant side of tax exists, I would say in big four accounting, you're gonna see more of that, especially if you're not in national tax in big four accounting. So if you're , um, in any of the offices, some aspect of what you do on a day-to-day basis is going to be compliance and reporting AKA tax return preparation where you are using math and you are applying different calculations. But even in that sense, I, I wouldn't say that it's intimidating from like a, we hate math standpoint for <inaudible> because a lot of it's calc driven and um, you know, like the resources we have are just vast. But in the law firm setting, and even at , 'cause I was a IRS Chief Counsel for almost a year, it's gonna be more of, I feel like the research writing and analysis aspect, that's where you're gonna really maximize in a law firm setting or a chief counsel with the IRS. And if you enjoy li like litigating, which is kind of rare for our area, not many of us really enjoy <laugh> , but I, I feel like I would, and I did when I was at the IRS. Um, so the IRS does a lot of litigation and many law firms have a like robust tax controversy department. Um, so, but to speak to the misconception, it not at all is the case. It's more so that you're a translator. So like you're taking the text code, you're translating it, and it , it's very challenging. It cross references itself all over and you're really interpreting the code, translating it for your clients. And then the aspect that actually most led me to go into private sector versus government is you're really taking an interpretation and , um, applying it to your clients, like clients back . So you're advocating for a certain result. And is that going to tax effect a k lead to a number at the end? Yeah, it is . It will, it will tax effect , but that's not what you're doing. So, and to ease anyone who's on concerns, we literally, like our teams, like our tax directors that we work with, that these large health systems , um, they have their own like team of CPAs that are preparing the returns and they're reaching out to us sometimes during busy season, but most of the time it's always and asking questions like, hey, like this could be construed in different ways. Can you pull some case law, analyze , like mostly IRS rulings , um, and let us know how we should apply it. So that , that , I hope that kind of answers the fact about the math where it's like, well really, someone else is doing that part, don't worry <laugh> .
Speaker 5:Yeah , no , I lo I love the , uh, the draw to say basically you're , you're a translator because I feel like that all the time. I used to joke. Yeah . Um, my, you know, when I was a younger attorney saying that , uh, you know , I speak fluent accountant, you know, because you're not just translating, you know , necessarily for like your clients, but also for the partners or shareholders or other attorneys and stuff you're working on a transaction with in , you know, collaboration with like the accounting team , uh, or finance teams and stuff with lots of these clients. So it's , uh, yeah , it is ba you know, a kind of a interesting , uh, hybrid translation type job, but it's , uh, yeah, no , super, super complex, super enjoyable and super, it's just so vast too. It's just like any other area of the wall . Like there's so many, like tax in itself is such a niche , uh, of practice. But then within tax, there's so many sub niches , like Marlene mentioned, tax controversy, like if you wanna litigate and you know, do tax, you can do both , you know, you can do that. There's a path for that. You have compliance type work, you have tax exempt work, you have pass throughs, corporate, international, I mean, there's, there's so much , um, uh, within that like sub niche , uh, practice law. So
Speaker 3:I love that. Thank you for sharing that. And I think that's a really good segue into what does it mean to be a tax lawyer in healthcare? Because I think, you know, we've, we've sort of, the takeaway is there are a lot of opportunities, you don't have to be scared of the numbers, but , um, also because there are so many opportunities, where do you guys fit in? Like where is the intersection of the tax law and healthcare? Um, you know, both obviously. I mean, I think most folks would assume you represent healthcare clients or advise healthcare clients, but there are particular nuances about our industry, like the fact that a lot of health systems are non-for-profit nonprofits and similar , you know, distinctions like that, that I think are unique to the industry. So I'd be curious to know , um, and Maverick, maybe you can kick us off on what it means to be a healthcare lawyer who also happens to be a tax lawyer or however you describe yourself within that space. Yeah ,
Speaker 5:I , I , I describe myself generally as like a, a recovering like tax attorney. 'cause most of my career was, you know , initially as a pass through sub chapter k uh , type guy. And with some trusted estate planning for like founder side businesses. But lots of that still applies in the healthcare context, right? You have, you have startups, you have venture capital, you , you have people that are selling and creating businesses. And the si similar tax structuring that goes on on the for-profit side in the healthcare industry is, you know, very similar to what goes on any other like for-profit business. Um, so a lot of that with the trust and estate planning then where lots of my like healthcare , um, crossover comes , um, is mostly like my nonprofit tax exempt practice. So a lot of hospitals , um, universities , um, you know , healthcare type systems that are entering into joint ventures, whether it's for like another nonprofit , um, organization or, or a for-profit , um, where they're kind of getting a capital injection and trying to like broaden their kind of charitable purpose. So you see a lot of that , uh, collaboration in the healthcare space because so much research and , um, operations stuff are , are , are driven by the nonprofit industry or universities and other hospitals and health systems that are kinda , um, categorized underneath that, you know, tax exempt section of the code. Um, so that's , that's where lots of like my healthcare interaction comes from. I still obviously on the for-profit and trust and estate planning side for, for founder side stuff. But , um, yeah, that at least that's where I see a lot of the intersection on Novi . You , Marlene?
Speaker 4:Oh, absolutely. And a lot of, so I, I break it into three categories, transactional , um, so there you're doing a lot of like flagging of risks. Most of the time it's part of tax due diligence. So client is PE fund wanting to purchase portfolio company. It's a really interesting area of tax because you pull all of the materials like a tax return and you're sifting through and it's almost like a profile online. You're not able to see you really, you're not able to see like the intricacies. So it's kind of up to us like Maverick and I to be like, well wait, why are you selling? Like what , talk to us about what's happened over the past 10 years. So you really get to do a deep dive. It's very specialized. It's also one of the more challenging areas of tax . So I rely on my mentor a lot in the area. Um, exemption is very rewarding, especially like our firm hall render . We are healthcare based , so hospitals and health systems. So we get to hear about, we get to convince the IRS about our clients' charitable missions and it's the easiest job because they are at any given time. But it's really, we just are like , yes, we're a part of it, but it's them that's driving the mission. Like, I'll throw a couple examples out there . Um, one of our clients like recently got a grant to open up a new or offer a new fellowship program in like a niche area of surgery, like vascular surgery. Um, and then we also worked directly with physicians about their own , uh, dream or mission to open up their own practice after many years , um, being affiliated with the hospital system. So it's like you almost like take a more of an indirect seat at the table to strategize and goal plan , um, in the exempt space. And really , um, there are many different areas. So income taxes the largest, but keeping in mind there's also sales and use franchise transfer taxes, property taxes, you know, shout out to our real estate team. They do great work in in property tax exemption. 'cause those are heavily challenged as they're really run by the state. And like anything else, each state is going to apply differently. Um, and then there's just the mixed bag where you'll just, you'll get a tax question. I think I had something on self-disclosure to like the taxation division of the DOJ on , on some like covid relief that eligibility. So I was like, wow, this, I wasn't expecting this. So I think that's what keeps me going to is just that like the variety and then just knowing you could go in a direction that speaks to you .
Speaker 5:Yeah, no , it's, it's the diversity in the day to day practice, like Marlene was saying, it that makes, makes it rewarding and fun. Like my , you , I could spend yesterday half my days on like a joint venture between two hospital systems for, for , uh, a new venture they're entering into. And then the other half is a property tax exemption for like a a , you know, non-profit , you know, charter school. And then moving on to like a normal, like for-profit like healthcare, like m and a transaction. Like it's, it's um, it allows your practice to be a little more robust and diverse where you're not necessarily doing the same thing or , you know, rinse, wash and repeat of like the same transaction over and over again. Which for me, you know, my DHD it just , just doesn't, doesn't work for me. You know, so like I , I like to have a new challenge and , and some like diversity and like what my day's gonna look like , um, you know, between, between those and then , um, you know , being able to tie it all together at the end of the day too. 'cause they're all related practices. It's all , uh, a subset of knowledge where you're kind of coming in , uh, as Marlene was saying, is either like on a transactional type capacity, like maybe in a diligence process or just actually doing the deal , uh, like I do or coming in on the regulatory side where it's transaction, you know, transaction adjacent. But I need like a attorney general, like notice an approval process. I have to like guide a nonprofit through 'cause they're selling to like a private equity firm. Um, and you know , that's kind of been a , been a huge , uh, from a state regulatory standpoint, like a different thing . So you're still navigating complexities of like federal law and then, you know , state law and , um, it , it's, it's just a super rewarding practice and , uh, super interesting at least, at least for , for me and hope hopefully for others.
Speaker 3:<laugh>. Thank you both. And on that , um, ma it'd be interesting and Marlene as well, to hear a little bit about your day-to-day. So I think you guys have touched on it briefly of, you know, there different things that come across your desk every single day. And I do think for a lot of us, even those who do not touch tax law , um, and just call y'all when we need help with something , um, that is part of the draw of healthcare is that it is such a hyper regulated industry and within it, it has its own, you know, other regulations that apply or overlap like tax law , state, you know, federal stuff . Um, and that just really makes the work really interesting. But I'd love to know for our listeners who are curious, like what does a day look like for you? And maybe too you can add a little bit to Maverick. I think in the beginning we shared a little bit about your background, which is you have, you did your LLM and then once you graduated you started working at firms . And you have been a firm creature like myself, <laugh> for most of your career. And Marlene, you have the experience having been in a big four and then going to the IRS and now being at a firm . So , um, Maverick, what's what's your day to day like and what's it like to be a tax, a healthcare tax lawyer at a large firm?
Speaker 5:It's , um, it's like I said, it's, it's , it's diverse, it's challenging and it's fun. So no , no day , no day is necessarily the same. Um, a lot of , uh, probably commonalities with like your typical like corporate m and a associated a lot of just normal healthcare m and a I specialize and do a lot of like senior health , uh, or senior living deals , um, and distress in the distress space as well in healthcare. Um, so, you know , my day can consist of running a , a , a diligence team on a transaction or, you know, drafting normal like transactional documents and at the same time , um, forming a new nonprofit or helping a , you know , two tax exempt entities or a tax exempt for profit , like enter into a joint venture agreement or with a, with a entity , uh, plugged in and involved. And then , um, kind of specialize, at least in Tennessee, a lot of like franchise and excise tax, like, and asset protection like estate planning , uh, type stuff for like founders and, and , uh, uh, founders especially looking to, to plan their exit strategy in the next like five to 10 years. Um, so I can, I've literally had days where I'm drafting a , you know, estate plan with a , with some trust and asset protection and, and uh, tax planning documents , uh, in the morning. And then I'm drafting a , you know, a asset purchase agreement in the afternoon and then reviewing a , a draft form 10 23 for tax exempt application , uh, for , uh, a new , uh, whether it be a found private foundation or public charity , um, later on that day. Um, so it is super diverse. Uh, no days the same at all. And uh, and I love it. I , it keep , keeps me on my toes and, and keeps me , um, it keeps me agile at least too , to kind of be able to come in again, lot lots of complimentary , uh, skills and uh , you kind of issue spotting between the three 'cause uh, you know, I can come in on a transaction that I know is gonna be, or a founder or client we have that might be looking to sell in the next couple years. And, you know, we haven't looked at the tax planning, estate planning side of it and usually, you know, when I was doing, you know, good, probably half my practice in my early career is like trusting estate planning. Um, you know, we'd always get corporate m and a attorneys that would hit us up like a month before they're looking to sell or sign a deal or they've already signed an LOI and it's like, well you can only do so much at that point unless you're like willing to, to push some bounds. Like you should have talked to us like last year, like three years ago. Um, so being able to kinda like bridge the gap between different practice groups and types of attorneys , um, similar in the sim same industry and similar space has been super helpful. And the same on like, you know, the transactional side with tax exempt organizations. You have deal attorneys that do a lot of healthcare transactions or transactions in general , um, and private equity clients that just, you know, they're used to buying for-profits and you throw, you throw another tax identity with their assets and uh , state regulatory and attorney general approval process in there, you know, it kind of catches 'em off guard or, you know, they , they miss things because you're just, you're not used to dealing with that world because healthcare is a super highly regulated industry in itself. But then if you throw like the tax exempt aspect and it also super highly regulated industry , um, able to catch things that other people I feel like don't normally catch just because of the you tax background and training. So I think it's useful, fun and um, yeah, rewarding and
Speaker 3:I love that. And , um, while we have you, what is firm life like? You have clearly spent several years at a firm . What's your favorite thing about working at a firm as a tax lawyer and what has made you start ?
Speaker 5:Um, so I started at like a small firm in Boulder, Colorado, like a 30, 40 person firm. Um, and I love the, I love the small like law firm like feel and , uh, the you closest you get to work really like, closely with a lot of your colleagues and stuff. And I think over my career, as I've, you know, moved to different firms that substantially have gone , gone to a bigger firm and then from there to a bigger firm. And , um, the nice thing about it is like obviously the teams like you , I get to deal with so many experts in so many different areas of law that I didn't know about. You know, we're talking about how lots of people just like gloss over tax law, but like so many like sub sub like niches and specialties within like healthcare or like employment law , um, real estate, real estate finance. Like, it's just I get to tap some of the most like, you know, brilliant people to like work on problem solving with me and try to like, solve these complex puzzles and a bunch of different personality types. So it's , uh, it's super rewarding to like have a, have a, you know , deep bench, great people, like great teams that you can build from that great resources you can get like ultimately like a great product to your client. Um, the resources obviously are, are different between the different like, you know, sizes of law firms and even a smaller law firm like the way technology's advanced , you know, substantially over my brief career. Um, it , it , it's, it's kind of leveling the playing field I think a little bit more. Um, especially now that we're, you know, I think every CLE or topic or podcast I listen to legal or not legal related to AI is, is the forefront of the conversation. So I think that'll continue to kind of bridge the gap between , uh, smaller law firms and , and larger law firms. But , um, no , at the end of the day, like I , I , I just like being able to collaborate with people , um, help clients kinda see their vision through the law firm side. It is super fun. I did some like public interest work like during law school. So like I was in federal district court for a summer. I was in a legal fellow at the Secretary of State in Colorado for a , uh, for a year. And um , so I've gotten to see both sides of it. I love both. I think it's allowed me to kind of see like the importance of how public sector work interacts with the private sector and how like working collaboratively and like understanding how each operates a little bit. Um, I think, you know, benefits clients but also benefits each other, you know, trying to make each other's jobs easier and try to get ultimately like a good result for everybody is, is uh, the end goal. So yeah, that's , uh, great . I spiel on that. Thank
Speaker 3:You <laugh> . No, I appreciate it Marlene. Um, you spent, you started your career Big four then went to the IRS and now are big firm. So it'd be curious to know what , um, are some of the differences and also, you know , I mean I think one of the big things that I would say distinguishes being at a firm than really anywhere else is that at a firm you are one of many lawyers. And at these other organizations, whether it's government or uh , a corporation, you are one of a few lawyers and, and especially a big four. I imagine in the IRS you might actually be, you know, not nod as there are not as many lawyers as there are accountants or other folks who like you , you would imagine would be in the , in , in the industry. So I'd be curious to know about your path through those and then sort of how , um, the hall rendered team ended up getting you.
Speaker 4:Oh yeah, absolutely. Oh my gosh, thank you so much. That's , it's really like amazing to reflect back on it because I did spend four to five years in big four accounting, international tax , um, focused area was more corps like sub C . So Maverick and I together are just like the perfect 'cause he's his pass through , which, which honestly is really like a genius, genius level at the IRS, the pass through attorneys. They are brilliant. Um, so I spent about five years but, and I got to work on some really interesting, I'm in Detroit, so it was tier one, tier two auto suppliers and large oil and gas companies. Although they had a variety of operations and global footprint, I kind of got lost in like the weeds of it . Like it was hard. It wasn't natural to see the big picture of why , um, so I kind of felt like I was really just one of many. Um, but the exposure in big four was great because you just see these hundreds of billion revenue generating institutions and you , there's no area of tax that you didn't see if you worked on one of these large oil and gas companies. Um, I, and I loved being client facing , so I knew I liked that about Big four , but I wanted to do more research writing and analysis, which that was a lot of return preparation in big four accounting. So went to the I-R-S-I-I, I actually always like, I was like, well, 'cause the opportunities after government are really robust, like tax court judge , um, working for the joint committee in taxation in congress , um, becoming a director in a , uh, big four environment or a partner in a, a law firm with a robust tax group. Um, so I thought, okay, this is a great segue, but at the government, your only client is the government. So you really are, and counsel your clients are the IRS agents and they're asking you, can I do this? Can I not? Um, and really in tax, the burden is not normally on the taxpayer . So in other words , um, you're not gonna be able to do a lot of creative argumentation if you're not in national tax . And I was in the field for the IRS, so I was like, well, I wanna argue creatively. I want text technical work. I want to do less reporting, less quantitative and more research, writing and analysis. And I think being at Hall render in a law firm setting has just been the perfect marriage of those. What I liked about each, and honestly, I wanna just encourage everyone when it's not feeling right, like the vibe , vibe, your energy is not, you're not following that energy. Don't be afraid to pivot. 'cause I wouldn't have found the role I'm in now and I'm supported tremendously. Um, and like Maverick was saying, what's great about being in a law firm and doing tax at a law firm is I am just kind of waiting for my colleagues to let me know what's going on. Like I was telling you Allie , she's like more pure m and a and I , my team that's pure m and a are like powerhouse attorneys and they really own the project and they're coming to me and saying, Hey, can you review the tax matter section of this agreement? Um, or even some of the like allocations in partnership agreements. So I get to just kind of be like there for the like part of it and then you're really specialized so they're coming to you just on that piece. Um, 'cause it really takes like a different personality to I feel like run the whole show. So I love being just like , uh, there and helpful where I can be. Um, and then also coming up with those ideas, like kind of saying, Hey guys, like on the m and a side, I know we normally like do this type of f reorganization here. However, like a PLR another ruling came out that said we could do it this way and retain historic attributes, which is really important in the healthcare sector. So you do get to kind of like be that specialist and that like consultant on , um, tax issues that normally don't drive the decision making . Um, just because like, it's funny, like the C-suite just kind of drives the decision making , but taxes, when you talk numbers, it can be really convincing for your clients and who you're working with for sure.
Speaker 3:No , I love that. And just like a moment to appreciate our subject matter experts who make the big picture folks and the deals happen for sure, especially when we , um, ask for something, you know, in some unreasonable time , some unreasonable timeline , um, to turn around the tax provisions. We try to be better about that. Um , but it does happen. Um, and it is really fun to kind of see how all the pieces come together and we all do parts of the same pie for similar clients or the same clients. Um, so as we wrap things up, I would love to hear a little bit of what you guys , um, are thinking as far as, I mean there's been, I think one of the questions that a lot of us are getting is as a highly regulated, focusing on the highly regulated industry with all the changes that are happening, usually change administration and you know, just different things that happen , um, that affect the industry. Um, and then you guys have the overlay of another highly regulated industry. I'd love to know what either you're seeing more of in the pipeline or generally like if you're getting more calls from clients or some of really to kind of tie it into the opportunities, because again, I do think there's this misconception of the tax code has been around forever, and so you're not gonna learn anything new. Your , your day might be varied, but maybe the subject matter is narrow. And I would say that it feels like it is rapidly evolving, <laugh> maybe hourly. So Maverick, I know you were sharing a little bit before we hopped on about , um, all the calls you're getting and things that are popping on your desk.
Speaker 5:Yeah, so I mean obviously I think something, at least in the healthcare industry we've seen a lot of is, is a lot more strategic partnerships and joint ventures between for-profit entities, whether that be private equity or, you know, operators and uh, and nonprofit tax exempt entities. I've seen a lot more , uh, I've been advising a lot more over the past couple years, like private equity firms that are looking at nonprofit targets, whether that's in the behavioral health space or senior living space or um, you know, even the hospital space. It , it's , um, you're you're seeing a lot more of that segue . 'cause you know, private equity is driving a lot of things. Um, you know, the public markets have kind of, you know, I don't wanna say dried up, but it's been, you know, obviously private equity and metric capital have been fueling , uh, a lot of investments in this space and other spaces as well the past couple years. And , um, now we're starting to see like tax exempt , tax exempt entities and nonprofits tap into that , that capital and stuff as well, which is a really, really interesting like space to be a part of . 'cause you have to have like some, you know , obviously like context of the tax exempt nonprofit , like consequences of that from a state regulatory level to the federal level. Then also just like for-profit, like just normal deal transactional type issues and stuff that you, you have to kind of , uh, account for and like, it , it is hard to, you know, it is very challenging and , and interesting to try to see how you align charitable missions with like profit driven causes and stuff lately , um, a lot of calls lately, obviously since the new administration's taken over on the whole federal grant and , uh, state grants, DEI , uh, space, I think , um, you know, get a call or or email on that like, you know, multiple times a week at this point. And guidance changes every, I tell people every 12 hours it seems like <laugh> , uh, on what's going on. We don't, you know, necessarily it is kind of a limbo space everyone's kind of operating in and uh, helping clients , uh, kind of navigate that , um, while still kind of staying as closely driven to their missions and, and , uh, you know , whether it's a business purpose or or for a nonprofit like their charitable purpose as possible. Um, and allowing them to continue to function without having to have that risk kind of hanging over their head or the best mitigated , uh, as possible. Um, so yeah, it's, it's, it's , uh, those are kind of, I think the three I've seen the most of lately. I about you, Marlene. Is it similar or?
Speaker 4:Yeah, so , um, definitely a every day is different. Um, we have been seeing a lot of, so tax is really an area in the administration that's heavily in it's kind of top priority. So during the first Trump administration, tax cuts and Jobs Act overhauled a lot of the international tax provisions, which hadn't been changed like Ellie had for years. And then now we're seeing like Chevron deference just with the IRS and um, how that standard is changed. Um, and then there's been a lot in our, our law firm just being healthcare basis . We are really in the center of it. And our clients have brought it to our attention too. There's been a lot of scrutiny on exemptions for hospitals and healthcare systems because there was a report that came out that said this is how much the Fed could take back. And it was hundreds of billions , um, in terms of hospitals are not paying this tax, they could be paying it and this is how much it is. So the Fed is really looking at, well, how are we gonna find cash for, but for the budget, how are we, we should we save? And they're just looking at these exemptions and every time we hear and something comes through, it's on our email . The IRS likes to just drop, just let you know it's Fridays, it's always Fridays. They'd love to ruin your weekend. <laugh> with just like the, like we've dropped these new regulations. Um, so, or when our clients see those, we are , we're constantly holding webinars. I know Maverick, Ellie , you guys probably do the same thing, where we really have to be responsive to those right as they're occurring so that clients can know how we can help, what the issues are, what they should do. Now it's very, it's really time sensitive. Um, but I, I don't know if I'm insane, but I actually like that part of tax of it being, when I was deciding what to do for like 30 years, I was like, well there are , there are areas of law where a case has been the landmark case for 40 years. I was like, well, I already know myself. I'm not going to be able to do that. So I actually like, like I'm , I'm always on the edge of my seat. I'm like, I wonder what they're , how they like took what I, what we've put forth. I wonder if they agree with us and just it being an area tax , being an area that, so it evolves and change so drastically. You aren't bored and you're really able to like make it your own. And one piece that I wanted to make sure I mentioned was me and my mentor, my subject matter mentor. We've spent a lot of time on just aspects of law and in tax that are not really substantive. So like business development. And I just wanted to call out, like, you also get to think about, okay, I am doing this work, but then what am I gonna do in three years, five years? How am I gonna give back? How am I going to propel the area, the specialty? And I feel like as you get into your role, that becomes more front and center. But I didn't know that this, it wasn't aspect of the day to day and it is like business development and almost giving back and really , um, like taking that time to , uh, showcase and get someone else ready to learn what you've already feel like you've mastery.
Speaker 5:Yeah , I'm glad you went to like , yeah , the tax cuts and objects . 'cause I came out of law school like right after that in the LLM program was like, what a great time to come out as like a tax attorney because you had a lot of older tax attorneys that are like , uh, I don't necessarily wanna , you know, learn about this 1 99 cafe like deduction or really dig into the new like international like regs. Um, so it's a good timing. It's , it's a , like Marlene said, dynamic area. It's ever changing. Like the five oh R 5 0 1 R compliance and stuff for hostels right now is specifically under the gun based on different priorities this administration and congress has. So, you know, we're gonna expect some, some things to stay the same. Some things are changing, but it's just a dynamic landscape. And , um, yeah, the , the, the, I think the hardest, the hardest thing to kind of navigate is just how, how quickly it's, how quickly it's changing. And I , I like that Marlene mentioned like her, like subject matter, like mentor. 'cause I have, you know , 'cause I practiced in a little bit of a broad array. So like I have different experts and mentors for different things. Like the the hardest thing for me coming in , you know, coming into a larger law firm like Polselli on, you know , being a tax and a tax guy primarily for most of my career, and then learning how to run a deal. Like Marlene said , different skill set , different personality type, learning how to kind of quarterback that situation. So like leaning on peers and mentors for that , um, you know , gave me a greater appreciation kind of for that team and stuff as well. So it's , um, it's, it's, there's gonna be more changes. There's gonna be, you know, new things happening. Um, it's a great time to take an interest and follow lots of things. You know , lots of it's policy driven , um, in multiple industries. It affects a lot of different areas. So , um, yeah,
Speaker 3:I love it. Thank you so much both of you for your time, for giving back by sharing your stories and for being such good representatives of how fun tax law can be. I never thought I would say that sentence, but I think it's so interesting for folks to really be exposed to something again that we don't see very often. Um, for from two folks who are very excited and energized by their practice groups, I think it speaks volumes both about your firms, who you are as people, but also the kind of practices that you've built and the opportunities that are available for our early career professionals or other professionals who might be in health law and be interested in tax. So I hope that if , um, okay with you guys, that folks maybe who are interested in the topic might be, but if I do on LinkedIn, I know both of you're all very active and you're also , um, involved with A HLA. So , um, hopefully there's some follow-up conversations. I know both of you're great mentors to law students and um , early career professionals. So thank you for all you guys are doing and thank you to everyone who tuned in today. This has been such an insightful conversation and we are excited to see the next generation of tax lawyers , um, get into healthcare and do the work that Maverick and Marlene are doing. Um, before we wrap up, I wanna take a moment to encourage our listeners to check out the Early Career Professionals Council , which , um, is very helpful. Whether you're , uh, just starting your career, you're in law school or you're a little bit more seasoned, but wanna connect with folks who are kind of at the same stage of your career. Um , we're always looking to expand our reach and our network. Um, so we hope that you reach out if you're interested. And thanks for listening. We hope to see you all next time.
Speaker 2:Thank you for listening. If you enjoyed this episode, be sure to subscribe to ALA's speaking of Health Law wherever you get your podcasts. To learn more about a HLA and the educational resources available to the health law community, visit American health law.org.