May 2, 2025 • 44 mins
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.
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Speaker 1 (00:00):
Speaker 2 (00:04):
ALA's, popular Health Law Daily email
newsletter is now a dailypodcast exclusively for a HLA
premium members. Get all yourhealth law news from the major
media outlets on this newpodcast. To subscribe and add
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Speaker 3 (00:27):
Hey everybody, welcome to today's episode of
Speaking of Health Law, broughtto you by the American Health
Law Association and the EarlyCareer Professionals Council .
I'm your host for today, AllieDalton. I'm a partner at
Bradley where I get to helpclients navigate deals and
day-to-day operations in ahighly regulated industry. And
today, I'm so excited to hostan episode on an area of law
(00:49):
that has a huge impact on thehealthcare industry, but
doesn't always really get thespotlight , um, tax law . So
whether you're just startingyour legal career or exploring
new areas of practice, thisepisode is packed with insights
and stories from some tax law,healthcare law practitioners.
And just hopefully we'll helpyou explore new areas of
practice. I am joined by twoguests today, Marlene Zaya and
(01:13):
Maverick Flowers, and they'regonna share about their
experiences as tax lawyers inthe healthcare space, as well
as opportunities in this space,and why early career
professionals should considerthis as a path. So, welcome Mav
and Marlene, we're excited tohave you.
Speaker 4 (01:28):
Thanks for having us. Thank you so much. It's
great to be here.
Speaker 3 (01:33):
So, Marlene, you are an attorney at Hall Render and
you focus on tax exemption. Youadvise both tags , exempt and
for-profit organizations ontransactions, all things
related to operationalquestions and tax . Um, but
your background's reallyinteresting. Um, you started at
Ernst and Young, you've been atthe IRS and now you're at a
firm. So really excited to hearyour experience, these
(01:55):
different settings. AndMaverick, you are a polsinelli
, you are a seasoned corporatelawyer. You have your tax LLM,
you do deal work, and you alsoadvise your corporate clients
on day-to-day questions. Um, sowe're excited to hear, and you
have spent your entire careerat firms, so we're excited to
hear about your experience andhow y'all end up in healthcare
(02:15):
law. Um, to kick things off, Ithink it'd be really great if
you guys could share a littlebit about what led you to
specialize in tax law,especially in the space of
healthcare. I think folksforget sometimes that
healthcare is not justlicensing and regulations or
hospitals necessarily from anoperational seeing patients day
(02:37):
to day perspective, but there'sa lot in the background and a
lot of it does implicate taxlaw and considerations. So I'd
love to hear from you guys howyou ended up where you are
today.
Speaker 4 (02:49):
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 talkabout tax to anyone who will
hear or listen. Um, so yes ,I'm a tax attorney at Hall
Render . It's a nationalhealthcare focused law firm
headquartered in Indianapolis,but I sit in Detroit and there
are offices nationwide. Um,having, having it be a
(03:12):
healthcare focused law firm isjust very unique because when I
graduated from law school, Ispent about five years in big
four accounting, and I'mexcited to talk to everyone on
about my experience there,mostly in international tax,
which um, is not something thatmy firm or most local or
mid-size, even some larger lawfirms will. Um, international
(03:32):
tax is more big four Washingtonbased , but it's a very
interesting area and a lot ofthe skills I kind of took away
from that experience can beapplied. Um, how did I get into
it? Was it , I feel like it'sreally cliche to say it just
happened, but tax is one ofthose areas where like you do
have to try it and it's like,it's almost like you have to
(03:54):
take that product like home andexperience it before, you know
whether it's for you, but it'ssuch a value add to just do
that. It's like not very , youcan't demonstrate just kind of
how much you may or may notenjoy it and how you'd be
surprised how great you couldbe in this space. Um, but I had
a background in business and myfirst level of security is
(04:16):
regulation. So I would say ifyou like a lot of the
code-based courses, you do sowell in tax , but it's really
anyone's game because it's alot of , um, like solving of
puzzles and really just diggingdeep. It's specialized and
challenging and no day is thesame. Um, but yeah, I'm great
to at say be here and I think,you know, Maverick and I both
(04:39):
offer such different and vastexperiences in tax, so
hopefully it'll be a good justunion.
Speaker 3 (04:45):
Thanks Marlene. Yeah . Um , how did you end up in
tax law?
Speaker 5 (04:49):
Um, I ended up in tax law because I really, I got
to law school doing, I wantedto do something transactional,
and then I realized I reallydidn't like law school
. Um, I had a buddy who was ,uh, he had an accounting degree
prior undergrad that was doinga dual degree program where I
was, I was at the University ofDenver Stern College of Law and
, uh, he was doing the dualdegree , uh, tax LM program we
(05:09):
have there. And , uh, got me tosit in on a couple classes and
I loved it. It was taught likea, it was , it was a joint
program still is between thelaw school and the graduate
business school there. And ,uh, it's taught like a graduate
business school, like veryproblems and solutions, kind of
like focus and oriented, verypolar opposite the Socratic
method. And I was like, this iskind of, you know, like I , I
(05:31):
like learning about this. It's, yeah , as Marlene said, very
like code specific puzzlesolving. Um, and I was hooked.
Um, I , I knew at that point ,uh, after , uh, sitting in that
first class I was like, youknow, sign me up for the stool
degree and , uh, talked to mycorporate law professor about
it a lot too at that time. And, uh, you know, I remember
(05:51):
going through the normal, youknow, case long incorporations
class , uh, where he'd walk usthrough these cases and these
transactions that made like nosense on paper because , um,
you know, buying like a companythat's just bleeding money ,
um, wasn't making , it didn'tmake any sense. He was like, oh
, there's tax reasons for this,but we're not gonna go into
that. And so just kind ofpeaked my curiosity , uh, on
that as well. So , um, have to, uh, you know , thank my
(06:15):
friend, one of my good friendsfrom law school for, for
getting me to sit on one ofthose classes and , um, I've
been a tax nerd ever since. So
Speaker 3 (06:22):
I love it. Thank you both for sharing. Maverick,
while we have you on the LLMtopic, would you mind sharing
with our listeners, especiallyfor folks who might be in law
school or interested in lawschool or who are early career
professionals who might bewondering what that looks like.
Can you chat a little bit moreabout the LLM program, how long
it is, and sort of how it'shelped you slash why you made
(06:43):
the decision to attend beyond,you know, wanting to know what
the tax considerations were forbuying a bleeding business?
Speaker 5 (06:48):
Yeah , no , um, tax LM program usually , uh, at
most , uh, schools with , youknow, one year program, they
somewhere a little bit longerif you're like part-time or,
you know , you have like threeyears to complete it. But , uh,
yeah, it was a , it was a greatprocess. I , I knew , um, a a
lot of people , um, that didnexactly what I do now, like on
(07:11):
the deal side that didn'tnecessarily go through the tax
own program. I'll always saylike, for anyone who wants to
like practice, like in thetransactional space, whether
that's corporate m and a orlike real estate , um, you
know, having that taxbackground initially and that ,
uh, that training gave me a legup on my peers. I, I feel like
I came in , um, a little moreprepared on just like, you
(07:33):
know, simple questions or justlike conceptually like
understanding like a , astructure or strategy that a
client would try to pursue froma tax standpoint. 'cause
sometimes, I mean that wealways like to say like the tax
tail should, should never , um,you know, lead the dog
basically, but , um,no, it , it , it was super
helpful. It , it was somethingI was really passionate about.
(07:54):
I really enjoyed, I loved thecom , the , the problem solving
and kind of the puzzle , uh,type , uh, code-based solutions
and stuff compared to, to thegeneral like law school
experience. I mean, there is alot of like gray area and , and
legal room to, to , to becreative also in tax law, just
like any other aspect of thelaw. Um, it was just something
that , um, a lot of people ranaway from. 'cause I think , you
(08:16):
know, I have people all thetime to this day that ask me
like, oh, 'cause it's Aprilright now. So they're like, oh,
are you just like slammed rightnow? Like , it's super busy.
It's tax season. It's like, no, no, not necessarily. Like
that's, it's for the CPAs andstuff and the accounting firms,
but , um, yeah, it's not, youknow, not necessarily you have
to be great at numbers , um, toreally dive into it. I was a
(08:37):
failed biology major thatconverted to political science
and , uh, did public policywith a specialization in
healthcare policy , uh, at theUniversity of Alabama. And ,
um, you know, not numbersfocused was a lot of like
self-teaching. Um, you know, Iremember sitting in that first
class and I was like, what theheck is basis? I had no idea
what that meant. Like Googlinghad , I think I literally had
(09:00):
just like, you know, taxaccounting for dummies, like
just trying to like teachmyself and watch YouTube
videos, just understand thelingo. But once you kinda get
past like the lingo languagebarrier, it was , uh, or , you
know , all started to cometogether. So it was , uh,
something , uh, you can do withno , um, background in
accounting or finance oranything like that. It's, it's
(09:20):
, uh, it's still , uh, possibleto make that crossover from
like a liberal arts typedegree.
Speaker 3 (09:25):
I love that. And I'm glad you brought that up
because we had talked aboutwanting to share that with our
listeners a little bit aboutthe common misconceptions about
tax law. So if we're all beinghonest, I think the, the big
ones that come up, and you guysprobably experienced it more as
folks who are in the tax lawspace, are lawyers are terrible
at math , um, numbers arescary. Um, are you a cpa a are
(09:45):
you a lawyer? Do you need to bea CPA to then, you know , kind
of focus on tax law. Um, andthen the other one is perhaps
that maybe there are not a lotof early career professionals
in this space. Um, which, youknow, arguably that also
presents an opportunity that Ithink y'all can speak to. But I
do think that sometimes it canfeel intimidating, it can feel
very much, I don't know abouty'all, but we don't have drugs
(10:06):
or summer associates coming inand saying, I wanna be a tax
lawyer when I grow up. Um, evenif they are very well suited
for some of the things that youguys have expressed of being
very, you know, if they lovethe code based classes or they
love the transactional side.
And so I would love maybeMarlene, if you can share a
little bit about those, whatyour thoughts are on those
misconceptions and what youwould say to folks who, like
(10:26):
Marick was saying, might betrying to, you know, cross the
divide between liberal artsdegrees and the interest in
transactional world and how,how much numbers and affinity
for numbers play a part inthis.
Speaker 4 (10:39):
Oh, absolutely. And it's such an important question
too. 'cause I'm, I was justlaughing as Maverick was
talking 'cause when I got myLSAT score, I was like, okay, I
guess I'm going to law school.
So I started looking atdifferent areas of law and
glossed right over tax . I waslike, why would anyone, because
I had that same misconception.
That's why I was saying it'sone of those areas where you
(11:00):
kind of to immerse yourself,which is why law school's just
such a valuable experience.
You, you really get to likedabble. Um, and even in the law
firm setting, you do get todabble in different areas. Um,
so the calculation and likequant side of tax exists, I
would say in big fouraccounting, you're gonna see
(11:22):
more of that, especially ifyou're not in national tax in
big four accounting. So ifyou're , um, in any of the
offices, some aspect of whatyou do on a day-to-day basis is
going to be compliance andreporting AKA tax return
preparation where you are usingmath and you are applying
different calculations. Buteven in that sense, I, I
wouldn't say that it'sintimidating from like a, we
(11:44):
hate math standpoint for because a lot of
it's calc driven and um, youknow, like the resources we
have are just vast. But in thelaw firm setting, and even at ,
'cause I was a IRS ChiefCounsel for almost a year, it's
gonna be more of, I feel likethe research writing and
analysis aspect, that's whereyou're gonna really maximize in
(12:07):
a law firm setting or a chiefcounsel with the IRS. And if
you enjoy li like litigating,which is kind of rare for our
area, not many of us reallyenjoy , but I, I feel
like I would, and I did when Iwas at the IRS. Um, so the IRS
does a lot of litigation andmany law firms have a like
robust tax controversydepartment. Um, so, but to
(12:30):
speak to the misconception, itnot at all is the case. It's
more so that you're atranslator. So like you're
taking the text code, you'retranslating it, and it , it's
very challenging. It crossreferences itself all over and
you're really interpreting thecode, translating it for your
clients. And then the aspectthat actually most led me to go
(12:55):
into private sector versusgovernment is you're really
taking an interpretation and ,um, applying it to your
clients, like clients back . Soyou're advocating for a certain
result. And is that going totax effect a k lead to a number
at the end? Yeah, it is . Itwill, it will tax effect , but
that's not what you're doing.
(13:15):
So, and to ease anyone who's onconcerns, we literally, like
our teams, like our taxdirectors that we work with,
that these large health systems, um, they have their own like
team of CPAs that are preparingthe returns and they're
reaching out to us sometimesduring busy season, but most of
the time it's always and askingquestions like, hey, like this
(13:38):
could be construed in differentways. Can you pull some case
law, analyze , like mostly IRSrulings , um, and let us know
how we should apply it. So that, that , I hope that kind of
answers the fact about the mathwhere it's like, well really,
someone else is doing thatpart, don't worry .
Speaker 5 (13:58):
Yeah , no , I lo I love the , uh, the draw to say
basically you're , you're atranslator because I feel like
that all the time. I used tojoke. Yeah . Um, my, you know,
when I was a younger attorneysaying that , uh, you know , I
speak fluent accountant, youknow, because you're not just
translating, you know ,necessarily for like your
clients, but also for thepartners or shareholders or
other attorneys and stuffyou're working on a transaction
(14:19):
with in , you know,collaboration with like the
accounting team , uh, orfinance 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 justso vast too. It's just like any
other area of the wall . Likethere's so many, like tax in
(14:41):
itself is such a niche , uh, ofpractice. But then within tax,
there's so many sub niches ,like Marlene mentioned, tax
controversy, like if you wannalitigate and you know, do tax,
you can do both , you know, youcan do that. There's a path for
that. You have compliance typework, 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
(15:03):
niche , uh, practice law. So
Speaker 3 (15:06):
I love that. Thank you for sharing that. And I
think that's a really goodsegue 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 ofopportunities, 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 ofthe tax law and healthcare? Um,
you know, both obviously. Imean, I think most folks would
(15:28):
assume you represent healthcareclients or advise healthcare
clients, but there areparticular nuances about our
industry, like the fact that alot of health systems are
non-for-profit nonprofits andsimilar , you know,
distinctions like that, that Ithink are unique to the
industry. So I'd be curious toknow , um, and Maverick, maybe
you can kick us off on what itmeans to be a healthcare lawyer
who also happens to be a taxlawyer or however you describe
(15:49):
yourself within that space.
Yeah ,
Speaker 5 (15:51):
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 , typeguy. And with some trusted
estate planning for likefounder side businesses. But
lots of that still applies inthe healthcare context, right?
You have, you have startups,you have venture capital, you ,
you have people that areselling and creating
(16:12):
businesses. And the si similartax structuring that goes on on
the for-profit side in thehealthcare industry is, you
know, very similar to what goeson any other like for-profit
business. Um, so a lot of thatwith the trust and estate
planning then where lots of mylike healthcare , um, crossover
comes , um, is mostly like mynonprofit tax exempt practice.
So a lot of hospitals , um,universities , um, you know ,
(16:36):
healthcare type systems thatare entering into joint
ventures, whether it's for likeanother nonprofit , um,
organization or, or afor-profit , um, where they're
kind of getting a capitalinjection and trying to like
broaden their kind ofcharitable purpose. So you see
a lot of that , uh,collaboration in the healthcare
space because so much researchand , um, operations stuff are
(16:58):
, are , are driven by thenonprofit industry or
universities and otherhospitals and health systems
that are kinda , um,categorized underneath that,
you know, tax exempt section ofthe code. Um, so that's ,
that's where lots of like myhealthcare interaction comes
from. I still obviously on thefor-profit and trust and estate
planning side for, for founderside stuff. But , um, yeah,
that at least that's where Isee a lot of the intersection
(17:20):
on Novi . You , Marlene?
Speaker 4 (17:22):
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 oftax due diligence. So client is
PE fund wanting to purchaseportfolio company. It's a
(17:43):
really interesting area of taxbecause you pull all of the
materials like a tax return andyou're sifting through and it's
almost like a profile online.
You're not able to see youreally, you're not able to see
like the intricacies. So it'skind of up to us like Maverick
and I to be like, well wait,why are you selling? Like what
(18:03):
, talk to us about what'shappened over the past 10
years. So you really get to doa deep dive. It's very
specialized. It's also one ofthe more challenging areas of
tax . So I rely on my mentor alot in the area. Um, exemption
is very rewarding, especiallylike our firm hall render . We
are healthcare based , sohospitals and health systems.
(18:23):
So we get to hear about, we getto convince the IRS about our
clients' charitable missionsand it's the easiest job
because they are at any giventime. But it's really, we just
are like , yes, we're a part ofit, but it's them that's
driving the mission. Like, I'llthrow a couple examples out
(18:44):
there . Um, one of our clientslike recently got a grant to
open up a new or offer a newfellowship program in like a
niche area of surgery, likevascular surgery. Um, and then
we also worked directly withphysicians about their own ,
uh, dream or mission to open uptheir own practice after many
years , um, being affiliatedwith the hospital system. So
(19:05):
it's like you almost like takea more of an indirect seat at
the table to strategize andgoal plan , um, in the exempt
space. And really , um, thereare many different areas. So
income taxes the largest, butkeeping in mind there's also
sales and use franchisetransfer taxes, property taxes,
(19:28):
you know, shout out to our realestate team. They do great work
in in property tax exemption.
'cause those are heavilychallenged as they're really
run by the state. And likeanything else, each state is
going to apply differently. Um,and then there's just the mixed
bag where you'll just, you'llget a tax question. I think I
had something onself-disclosure to like the
(19:49):
taxation division of the DOJ on, on some like covid relief
that eligibility. So I waslike, wow, this, I wasn't
expecting this. So I thinkthat's what keeps me going to
is just that like the varietyand then just knowing you could
go in a direction that speaksto you .
Speaker 5 (20:08):
Yeah, no , it's, it's the diversity in the day
to day practice, like Marlenewas saying, it that makes,
makes it rewarding and fun.
Like my , you , I could spendyesterday half my days on like
a joint venture between twohospital systems for, for , uh,
a new venture they're enteringinto. And then the other half
is a property tax exemption forlike a a , you know, non-profit
(20:31):
, you know, charter school. Andthen moving on to like a
normal, like for-profit likehealthcare, like m and a
transaction. Like it's, it'sum, it allows your practice to
be a little more robust anddiverse where you're not
necessarily doing the samething or , you know, rinse,
wash and repeat of like thesame transaction over and over
again. Which for me, you know,my DHD it just , just doesn't,
(20:51):
doesn't work for me. You know,so like I , I like to have a
new challenge and , and somelike diversity and like what my
day's gonna look like , um, youknow, between, between those
and then , um, you know , beingable to tie it all together at
the end of the day too. 'causethey're all related practices.
It's all , uh, a subset ofknowledge where you're kind of
coming in , uh, as Marlene wassaying, is either like on a
(21:11):
transactional type capacity,like maybe in a diligence
process or just actually doingthe deal , uh, like I do or
coming in on the regulatoryside where it's transaction,
you know, transaction adjacent.
But I need like a attorneygeneral, like notice an
approval process. I have tolike guide a nonprofit through
'cause they're selling to likea private equity firm. Um, and
(21:31):
you know , that's kind of beena , been a huge , uh, from a
state regulatory standpoint,like a different thing . So
you're still navigatingcomplexities of like federal
law and then, you know , statelaw and , um, it , it's, it's
just a super rewarding practiceand , uh, super interesting at
least, at least for , for meand hope hopefully for others.
Speaker 3 (21:50):
. Thank you
both. And on that , um, ma it'd
be interesting and Marlene aswell, to hear a little bit
about your day-to-day. So Ithink you guys have touched on
it briefly of, you know, theredifferent things that come
across your desk every singleday. And I do think for a lot
of us, even those who do nottouch tax law , um, and just
call y'all when we need helpwith something , um, that is
part of the draw of healthcareis that it is such a hyper
(22:13):
regulated industry and withinit, it has its own, you know,
other regulations that apply oroverlap like tax law , state,
you know, federal stuff . Um,and that just really makes the
work really interesting. ButI'd love to know for our
listeners who are curious, likewhat does a day look like for
you? And maybe too you can adda little bit to Maverick. I
think in the beginning weshared a little bit about your
background, which is you have,you did your LLM and then once
(22:35):
you graduated you startedworking at firms . And you have
been a firm creature likemyself, for most of
your career. And Marlene, youhave the experience having been
in a big four and then going tothe IRS and now being at a firm
. So , um, Maverick, what'swhat's your day to day like and
what's it like to be a tax, ahealthcare tax lawyer at a
large firm?
Speaker 5 (22:54):
It's , um, it's like I said, it's, it's , it's
diverse, it's challenging andit's fun. So no , no day , no
day is necessarily the same.
Um, a lot of , uh, probablycommonalities with like your
typical like corporate m and aassociated a lot of just normal
healthcare m and a I specializeand do a lot of like senior
health , uh, or senior livingdeals , um, and distress in the
(23:15):
distress space as well inhealthcare. 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 atthe same time , um, forming a
new nonprofit or helping a ,you know , two tax exempt
entities or a tax exempt forprofit , like enter into a
(23:35):
joint venture agreement or witha, with a entity , uh, plugged
in and involved. And then , um,kind of specialize, at least in
Tennessee, a lot of likefranchise and excise tax, like,
and asset protection likeestate planning , uh, type
stuff for like founders and,and , uh, uh, founders
especially looking to, to plantheir exit strategy in the next
like five to 10 years. Um, so Ican, I've literally had days
(23:58):
where I'm drafting a , youknow, estate plan with a , with
some trust and asset protectionand, and uh, tax planning
documents , uh, in the morning.
And then I'm drafting a , youknow, a asset purchase
agreement in the afternoon andthen reviewing a , a draft form
10 23 for tax exemptapplication , uh, for , uh, a
(24:18):
new , uh, whether it be a foundprivate foundation or public
charity , um, later on thatday. Um, so it is super
diverse. Uh, no days the sameat all. And uh, and I love it.
I , it keep , keeps me on mytoes and, and keeps me , um, it
keeps me agile at least too ,to kind of be able to come in
again, lot lots ofcomplimentary , uh, skills and
(24:40):
uh , you kind of issue spottingbetween the three 'cause uh,
you know, I can come in on atransaction that I know is
gonna be, or a founder orclient we have that might be
looking to sell in the nextcouple years. And, you know, we
haven't looked at the taxplanning, estate planning side
of it and usually, you know,when I was doing, you know,
good, probably half my practicein my early career is like
trusting estate planning. Um,you know, we'd always get
(25:03):
corporate m and a attorneysthat would hit us up like a
month before they're looking tosell or sign a deal or they've
already signed an LOI and it'slike, well you can only do so
much at that point unlessyou're like willing to, to push
some bounds. Like you shouldhave talked to us like last
year, like three years ago. Um,so being able to kinda like
bridge the gap betweendifferent practice groups and
types of attorneys , um,similar in the sim same
(25:23):
industry and similar space hasbeen super helpful. And the
same on like, you know, thetransactional side with tax
exempt organizations. You havedeal attorneys that do a lot of
healthcare transactions ortransactions in general , um,
and private equity clients thatjust, you know, they're used to
buying for-profits and youthrow, you throw another tax
identity with their assets anduh , state regulatory and
attorney general approvalprocess in there, you know, it
(25:45):
kind of catches 'em off guardor, you know, they , they miss
things because you're just,you're not used to dealing with
that world because healthcareis a super highly regulated
industry in itself. But then ifyou throw like the tax exempt
aspect and it also super highlyregulated industry , um, able
to catch things that otherpeople I feel like don't
normally catch just because ofthe you tax background and
(26:07):
training. So I think it'suseful, fun and um, yeah,
rewarding and
Speaker 3 (26:12):
I love that. And , um, while we have you, what is
firm life like? You haveclearly spent several years at
a firm . What's your favoritething about working at a firm
as a tax lawyer and what hasmade you start ?
Speaker 5 (26:26):
Um, so I started at like a small firm in Boulder,
Colorado, like a 30, 40 personfirm. Um, and I love the, I
love the small like law firmlike feel and , uh, the you
closest you get to work reallylike, closely with a lot of
your colleagues and stuff. AndI think over my career, as
I've, you know, moved todifferent firms that
substantially have gone , goneto a bigger firm and then from
(26:48):
there to a bigger firm. And ,um, the nice thing about it is
like obviously the teams likeyou , I get to deal with so
many experts in so manydifferent areas of law that I
didn't know about. You know,we're talking about how lots of
people just like gloss over taxlaw, but like so many like sub
sub like niches and specialtieswithin like healthcare or like
(27:09):
employment law , um, realestate, real estate finance.
Like, it's just I get to tapsome of the most like, you
know, brilliant people to likework on problem solving with me
and try to like, solve thesecomplex puzzles and a bunch of
different personality types. Soit's , uh, it's super rewarding
to like have a, have a, youknow , deep bench, great
(27:30):
people, like great teams thatyou can build from that great
resources you can get likeultimately like a great product
to your client. Um, theresources obviously are, are
different between the differentlike, you know, sizes of law
firms and even a smaller lawfirm like the way technology's
advanced , you know,substantially over my brief
career. Um, it , it , it's,it's kind of leveling the
(27:53):
playing field I think a littlebit more. Um, especially now
that we're, you know, I thinkevery CLE or topic or podcast I
listen to legal or not legalrelated to AI is, is the
forefront of the conversation.
So I think that'll continue tokind 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
(28:14):
able to collaborate with people, um, help clients kinda see
their vision through the lawfirm side. It is super fun. I
did some like public interestwork like during law school. So
like I was in federal districtcourt for a summer. I was in a
legal fellow at the Secretaryof State in Colorado for a ,
uh, for a year. And um , soI've gotten to see both sides
(28:34):
of it. I love both. I thinkit's allowed me to kind of see
like the importance of howpublic sector work interacts
with the private sector and howlike working collaboratively
and like understanding how eachoperates a little bit. Um, I
think, you know, benefitsclients but also benefits each
other, you know, trying to makeeach other's jobs easier and
try to get ultimately like agood result for everybody is,
(28:55):
is uh, the end goal. So yeah,that's , uh, great . I spiel on
that. Thank
Speaker 3 (29:00):
You . No, I
appreciate it Marlene. Um, you
spent, you started your careerBig four then went to the IRS
and now are big firm. So it'dbe curious to know what , um,
are some of the differences andalso, you know , I mean I think
one of the big things that Iwould say distinguishes being
at a firm than really anywhereelse is that at a firm you are
(29:21):
one of many lawyers. And atthese other organizations,
whether it's government or uh ,a corporation, you are one of a
few lawyers and, and especiallya big four. I imagine in the
IRS you might actually be, youknow, not nod as there are not
as many lawyers as there areaccountants or other folks who
like you , you would imaginewould be in the , in , in the
industry. So I'd be curious toknow about your path through
(29:43):
those and then sort of how ,um, the hall rendered team
ended up getting you.
Speaker 4 (29:47):
Oh yeah, absolutely.
Oh my gosh, thank you so much.
That's , it's really likeamazing to reflect back on it
because I did spend four tofive years in big four
accounting, international tax ,um, focused area was more corps
like sub C . So Maverick and Itogether are just like the
perfect 'cause he's his passthrough , which, which honestly
(30:07):
is really like a genius, geniuslevel at the IRS, the pass
through attorneys. They arebrilliant. Um, so I spent about
five years but, and I got towork on some really
interesting, I'm in Detroit, soit was tier one, tier two auto
suppliers and large oil and gascompanies. Although they had a
variety of operations andglobal footprint, I kind of got
(30:29):
lost in like the weeds of it .
Like it was hard. It wasn'tnatural to see the big picture
of why , um, so I kind of feltlike I was really just one of
many. Um, but the exposure inbig four was great because you
just see these hundreds ofbillion revenue generating
(30:50):
institutions and you , there'sno area of tax that you didn't
see if you worked on one ofthese large oil and gas
companies. Um, I, and I lovedbeing 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 fouraccounting. So went to the
I-R-S-I-I, I actually alwayslike, I was like, well, 'cause
(31:11):
the opportunities aftergovernment 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 apartner in a, a law firm with a
robust tax group. Um, so Ithought, okay, this is a great
(31:31):
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'reasking you, can I do this? Can
I not? Um, and really in tax,the burden is not normally on
the taxpayer . So in otherwords , um, you're not gonna be
(31:53):
able to do a lot of creativeargumentation if you're not in
national tax . And I was in thefield for the IRS, so I was
like, well, I wanna arguecreatively. I want text
technical work. I want to doless reporting, less
quantitative and more research,writing and analysis. And I
think being at Hall render in alaw firm setting has just been
the perfect marriage of those.
(32:16):
What I liked about each, andhonestly, I wanna just
encourage everyone when it'snot feeling right, like the
vibe , vibe, your energy isnot, you're not following that
energy. Don't be afraid topivot. 'cause I wouldn't have
found the role I'm in now andI'm supported tremendously. Um,
and like Maverick was saying,what's great about being in a
law firm and doing tax at a lawfirm is I am just kind of
(32:39):
waiting for my colleagues tolet 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 mand a are like powerhouse
attorneys and they really ownthe project and they're coming
to me and saying, Hey, can youreview the tax matter section
of this agreement? Um, or evensome of the like allocations in
partnership agreements. So Iget to just kind of be like
(33:02):
there for the like part of itand then you're really
specialized so they're comingto you just on that piece. Um,
'cause it really takes like adifferent personality to I feel
like run the whole show. So Ilove being just like , uh,
there and helpful where I canbe. Um, and then also coming up
with those ideas, like kind ofsaying, Hey guys, like on the m
(33:24):
and a side, I know we normallylike do this type of f
reorganization here. However,like a PLR another ruling came
out that said we could do itthis way and retain historic
attributes, which is reallyimportant in the healthcare
sector. So you do get to kindof like be that specialist and
that like consultant on , um,tax issues that normally don't
(33:48):
drive the decision making . Um,just because like, it's funny,
like the C-suite just kind ofdrives the decision making ,
but taxes, when you talknumbers, it can be really
convincing for your clients andwho you're working with for
sure.
Speaker 3 (34:02):
No , I love that.
And just like a moment toappreciate our subject matter
experts who make the bigpicture folks and the deals
happen for sure, especiallywhen we , um, ask for
something, you know, in someunreasonable time , some
unreasonable timeline , um, toturn 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 cometogether and we all do parts of
(34:25):
the same pie for similarclients or the same clients.
Um, so as we wrap things up, Iwould love to hear a little bit
of what you guys , um, arethinking as far as, I mean
there's been, I think one ofthe questions that a lot of us
are getting is as a highlyregulated, focusing on the
highly regulated industry withall the changes that are
happening, usually changeadministration and you know,
(34:47):
just different things thathappen , um, that affect the
industry. Um, and then you guyshave the overlay of another
highly regulated industry. I'dlove to know what either you're
seeing more of in the pipelineor generally like if you're
getting more calls from clientsor some of really to kind of
tie it into the opportunities,because again, I do think
there's this misconception ofthe tax code has been around
(35:09):
forever, and so you're notgonna learn anything new. Your
, your day might be varied, butmaybe the subject matter is
narrow. And I would say that itfeels like it is rapidly
evolving, maybe hourly.
So Maverick, I know you weresharing a little bit before we
hopped on about , um, all thecalls you're getting and things
that are popping on your desk.
Speaker 5 (35:27):
Yeah, so I mean obviously I think something, at
least in the healthcareindustry we've seen a lot of
is, is a lot more strategicpartnerships 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 coupleyears, like private equity
(35:48):
firms that are looking atnonprofit targets, whether
that's in the behavioral healthspace or senior living space or
um, you know, even the hospitalspace. It , it's , um, you're
you're seeing a lot more ofthat segue . 'cause you know,
private equity is driving a lotof things. Um, you know, the
public markets have kind of,you know, I don't wanna say
dried up, but it's been, youknow, obviously private equity
(36:10):
and metric capital have beenfueling , uh, a lot of
investments in this space andother spaces as well the past
couple years. And , um, nowwe're starting to see like tax
exempt , tax exempt entitiesand nonprofits tap into that ,
that capital and stuff as well,which is a really, really
interesting like space to be apart of . 'cause you have to
have like some, you know ,obviously like context of the
(36:30):
tax exempt nonprofit , likeconsequences of that from a
state regulatory level to thefederal level. Then also just
like for-profit, like justnormal deal transactional type
issues and stuff that you, youhave to kind of , uh, account
for and like, it , it is hardto, you know, it is very
challenging and , andinteresting to try to see how
you align charitable missionswith like profit driven causes
(36:51):
and stuff lately , um, a lot ofcalls lately, obviously since
the new administration's takenover on the whole federal grant
and , uh, state grants, DEI ,uh, space, I think , um, you
know, get a call or or email onthat like, you know, multiple
times a week at this point. Andguidance changes every, I tell
people every 12 hours it seemslike , uh, on what's
(37:14):
going on. We don't, you know,necessarily it is kind of a
limbo space everyone's kind ofoperating in and uh, helping
clients , uh, kind of navigatethat , um, while still kind of
staying as closely driven totheir missions and, and , uh,
you know , whether it's abusiness purpose or or for a
nonprofit like their charitablepurpose as possible. Um, and
allowing them to continue tofunction without having to have
(37:35):
that risk kind of hanging overtheir 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 oflately. I about you, Marlene.
Is it similar or?
Speaker 4 (37:48):
Yeah, so , um, definitely a every day is
different. Um, we have beenseeing a lot of, so tax is
really an area in theadministration that's heavily
in it's kind of top priority.
So during the first Trumpadministration, tax cuts and
Jobs Act overhauled a lot ofthe international tax
provisions, which hadn't beenchanged like Ellie had for
(38:11):
years. And then now we'reseeing like Chevron deference
just with the IRS and um, howthat standard is changed. Um,
and then there's been a lot inour, our law firm just being
healthcare basis . We arereally in the center of it. And
our clients have brought it toour attention too. There's been
a lot of scrutiny on exemptionsfor hospitals and healthcare
(38:33):
systems because there was areport that came out that said
this is how much the Fed couldtake back. And it was hundreds
of billions , um, in terms ofhospitals are not paying this
tax, they could be paying itand 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?
(38:54):
And they're just looking atthese exemptions and every time
we hear and something comesthrough, it's on our email .
The IRS likes to just drop,just let you know it's Fridays,
it's always Fridays. They'dlove to ruin your weekend.
with just like the,like we've dropped these new
regulations. Um, so, or whenour clients see those, we are ,
we're constantly holdingwebinars. I know Maverick,
(39:17):
Ellie , you guys probably dothe same thing, where we really
have to be responsive to thoseright as they're occurring so
that clients can know how wecan help, what the issues are,
what they should do. Now it'svery, it's really time
sensitive. Um, but I, I don'tknow if I'm insane, but I
actually like that part of taxof it being, when I was
deciding what to do for like 30years, I was like, well there
(39:40):
are , there are areas of lawwhere a case has been the
landmark case for 40 years. Iwas like, well, I already know
myself. I'm not going to beable to do that. So I actually
like, like I'm , I'm always onthe edge of my seat. I'm like,
I wonder what they're , howthey like took what I, what
we've put forth. I wonder ifthey agree with us and just it
being an area tax , being anarea that, so it evolves and
(40:03):
change so drastically. Youaren't bored and you're really
able to like make it your own.
And one piece that I wanted tomake sure I mentioned was me
and my mentor, my subjectmatter mentor. We've spent a
lot of time on just aspects oflaw and in tax that are not
really substantive. So likebusiness development. And I
just wanted to call out, like,you also get to think about,
(40:24):
okay, I am doing this work, butthen what am I gonna do in
three years, five years? How amI gonna give back? How am I
going to propel the area, thespecialty? And I feel like as
you get into your role, thatbecomes more front and center.
But I didn't know that this, itwasn't aspect of the day to day
and it is like businessdevelopment and almost giving
(40:48):
back and really , um, liketaking that time to , uh,
showcase and get someone elseready to learn what you've
already feel like you'vemastery.
Speaker 5 (41:00):
Yeah , I'm glad you went to like , yeah , the tax
cuts and objects . 'cause Icame out of law school like
right after that in the LLMprogram was like, what a great
time to come out as like a taxattorney because you had a lot
of older tax attorneys that arelike , uh, I don't necessarily
wanna , you know, learn aboutthis 1 99 cafe like deduction
or really dig into the new likeinternational like regs. Um, so
(41:21):
it's a good timing. It's , it'sa , like Marlene said, dynamic
area. It's ever changing. Likethe five oh R 5 0 1 R
compliance and stuff forhostels right now is
specifically under the gunbased on different priorities
this administration andcongress has. So, you know,
we're gonna expect some, somethings to stay the same. Some
things are changing, but it'sjust a dynamic landscape. And ,
(41:42):
um, yeah, the , the, the, Ithink the hardest, the hardest
thing to kind of navigate isjust 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 alittle bit of a broad array. So
like I have different expertsand mentors for different
things. Like the the hardestthing for me coming in , you
(42:03):
know, coming into a larger lawfirm like Polselli on, you know
, being a tax and a tax guyprimarily for most of my
career, and then learning howto run a deal. Like Marlene
said , different skill set ,different personality type,
learning how to kind ofquarterback that situation. So
like leaning on peers andmentors for that , um, you know
, gave me a greaterappreciation kind of for that
team and stuff as well. So it's, um, it's, it's, there's gonna
(42:25):
be more changes. There's gonnabe, you know, new things
happening. Um, it's a greattime to take an interest and
follow lots of things. You know, lots of it's policy driven ,
um, in multiple industries. Itaffects a lot of different
areas. So , um, yeah,
Speaker 3 (42:41):
I love it. Thank you so much both of you for your
time, for giving back bysharing your stories and for
being such good representativesof how fun tax law can be. I
never thought I would say thatsentence, but I think it's so
interesting for folks to reallybe exposed to something again
that we don't see very often.
Um, for from two folks who arevery excited and energized by
their practice groups, I thinkit speaks volumes both about
(43:02):
your firms, who you are aspeople, but also the kind of
practices that you've built andthe opportunities that are
available for our early careerprofessionals or other
professionals who might be inhealth law and be interested in
tax. So I hope that if , um,okay with you guys, that folks
maybe who are interested in thetopic might be, but if I do on
LinkedIn, I know both of you'reall very active and you're also
(43:22):
, um, involved with A HLA. So ,um, hopefully there's some
follow-up conversations. I knowboth of you're great mentors to
law students and um , earlycareer professionals. So thank
you for all you guys are doingand thank you to everyone who
tuned in today. This has beensuch an insightful conversation
and we are excited to see thenext generation of tax lawyers
(43:43):
, um, get into healthcare anddo the work that Maverick and
Marlene are doing. Um, beforewe wrap up, I wanna take a
moment to encourage ourlisteners to check out the
Early Career ProfessionalsCouncil , which , um, is very
helpful. Whether you're , uh,just starting your career,
you're in law school or you'rea little bit more seasoned, but
wanna connect with folks whoare kind of at the same stage
(44:03):
of your career. Um , we'realways looking to expand our
reach and our network. Um, sowe hope that you reach out if
you're interested. And thanksfor listening. We hope to see
you all next time.
Speaker 2 (44:17):
Thank you for listening. If you enjoyed this
episode, be sure to subscribeto ALA's speaking of Health Law
wherever you get your podcasts.
To learn more about a HLA andthe educational resources
available to the health lawcommunity, visit American
health law.org.
Speaker 2 (00:04):
ALA's, popular Health Law Daily email
newsletter is now a dailypodcast exclusively for a HLA
premium members. Get all yourhealth law news from the major
media outlets on this newpodcast. To subscribe and add
this private podcast, feed toyour podcast app, go to
American health law.org/dailypodcast .
Speaker 3 (00:27):
Hey everybody, welcome to today's episode of
Speaking of Health Law, broughtto you by the American Health
Law Association and the EarlyCareer Professionals Council .
I'm your host for today, AllieDalton. I'm a partner at
Bradley where I get to helpclients navigate deals and
day-to-day operations in ahighly regulated industry. And
today, I'm so excited to hostan episode on an area of law
(00:49):
that has a huge impact on thehealthcare industry, but
doesn't always really get thespotlight , um, tax law . So
whether you're just startingyour legal career or exploring
new areas of practice, thisepisode is packed with insights
and stories from some tax law,healthcare law practitioners.
And just hopefully we'll helpyou explore new areas of
practice. I am joined by twoguests today, Marlene Zaya and
(01:13):
Maverick Flowers, and they'regonna share about their
experiences as tax lawyers inthe healthcare space, as well
as opportunities in this space,and why early career
professionals should considerthis as a path. So, welcome Mav
and Marlene, we're excited tohave you.
Speaker 4 (01:28):
Thanks for having us. Thank you so much. It's
great to be here.
Speaker 3 (01:33):
So, Marlene, you are an attorney at Hall Render and
you focus on tax exemption. Youadvise both tags , exempt and
for-profit organizations ontransactions, all things
related to operationalquestions and tax . Um, but
your background's reallyinteresting. Um, you started at
Ernst and Young, you've been atthe IRS and now you're at a
firm. So really excited to hearyour experience, these
(01:55):
different settings. AndMaverick, you are a polsinelli
, you are a seasoned corporatelawyer. You have your tax LLM,
you do deal work, and you alsoadvise your corporate clients
on day-to-day questions. Um, sowe're excited to hear, and you
have spent your entire careerat firms, so we're excited to
hear about your experience andhow y'all end up in healthcare
(02:15):
law. Um, to kick things off, Ithink it'd be really great if
you guys could share a littlebit about what led you to
specialize in tax law,especially in the space of
healthcare. I think folksforget sometimes that
healthcare is not justlicensing and regulations or
hospitals necessarily from anoperational seeing patients day
(02:37):
to day perspective, but there'sa lot in the background and a
lot of it does implicate taxlaw and considerations. So I'd
love to hear from you guys howyou ended up where you are
today.
Speaker 4 (02:49):
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 talkabout tax to anyone who will
hear or listen. Um, so yes ,I'm a tax attorney at Hall
Render . It's a nationalhealthcare focused law firm
headquartered in Indianapolis,but I sit in Detroit and there
are offices nationwide. Um,having, having it be a
(03:12):
healthcare focused law firm isjust very unique because when I
graduated from law school, Ispent about five years in big
four accounting, and I'mexcited to talk to everyone on
about my experience there,mostly in international tax,
which um, is not something thatmy firm or most local or
mid-size, even some larger lawfirms will. Um, international
(03:32):
tax is more big four Washingtonbased , but it's a very
interesting area and a lot ofthe skills I kind of took away
from that experience can beapplied. Um, how did I get into
it? Was it , I feel like it'sreally cliche to say it just
happened, but tax is one ofthose areas where like you do
have to try it and it's like,it's almost like you have to
(03:54):
take that product like home andexperience it before, you know
whether it's for you, but it'ssuch a value add to just do
that. It's like not very , youcan't demonstrate just kind of
how much you may or may notenjoy it and how you'd be
surprised how great you couldbe in this space. Um, but I had
a background in business and myfirst level of security is
(04:16):
regulation. So I would say ifyou like a lot of the
code-based courses, you do sowell in tax , but it's really
anyone's game because it's alot of , um, like solving of
puzzles and really just diggingdeep. It's specialized and
challenging and no day is thesame. Um, but yeah, I'm great
to at say be here and I think,you know, Maverick and I both
(04:39):
offer such different and vastexperiences in tax, so
hopefully it'll be a good justunion.
Speaker 3 (04:45):
Thanks Marlene. Yeah . Um , how did you end up in
tax law?
Speaker 5 (04:49):
Um, I ended up in tax law because I really, I got
to law school doing, I wantedto do something transactional,
and then I realized I reallydidn't like law school
. Um, I had a buddy who was ,uh, he had an accounting degree
prior undergrad that was doinga dual degree program where I
was, I was at the University ofDenver Stern College of Law and
, uh, he was doing the dualdegree , uh, tax LM program we
(05:09):
have there. And , uh, got me tosit in on a couple classes and
I loved it. It was taught likea, it was , it was a joint
program still is between thelaw school and the graduate
business school there. And ,uh, it's taught like a graduate
business school, like veryproblems and solutions, kind of
like focus and oriented, verypolar opposite the Socratic
method. And I was like, this iskind of, you know, like I , I
(05:31):
like learning about this. It's, yeah , as Marlene said, very
like code specific puzzlesolving. Um, and I was hooked.
Um, I , I knew at that point ,uh, after , uh, sitting in that
first class I was like, youknow, sign me up for the stool
degree and , uh, talked to mycorporate law professor about
it a lot too at that time. And, uh, you know, I remember
(05:51):
going through the normal, youknow, case long incorporations
class , uh, where he'd walk usthrough these cases and these
transactions that made like nosense on paper because , um,
you know, buying like a companythat's just bleeding money ,
um, wasn't making , it didn'tmake any sense. He was like, oh
, there's tax reasons for this,but we're not gonna go into
that. And so just kind ofpeaked my curiosity , uh, on
that as well. So , um, have to, uh, you know , thank my
(06:15):
friend, one of my good friendsfrom law school for, for
getting me to sit on one ofthose classes and , um, I've
been a tax nerd ever since. So
Speaker 3 (06:22):
I love it. Thank you both for sharing. Maverick,
while we have you on the LLMtopic, would you mind sharing
with our listeners, especiallyfor folks who might be in law
school or interested in lawschool or who are early career
professionals who might bewondering what that looks like.
Can you chat a little bit moreabout the LLM program, how long
it is, and sort of how it'shelped you slash why you made
(06:43):
the decision to attend beyond,you know, wanting to know what
the tax considerations were forbuying a bleeding business?
Speaker 5 (06:48):
Yeah , no , um, tax LM program usually , uh, at
most , uh, schools with , youknow, one year program, they
somewhere a little bit longerif you're like part-time or,
you know , you have like threeyears to complete it. But , uh,
yeah, it was a , it was a greatprocess. I , I knew , um, a a
lot of people , um, that didnexactly what I do now, like on
(07:11):
the deal side that didn'tnecessarily go through the tax
own program. I'll always saylike, for anyone who wants to
like practice, like in thetransactional space, whether
that's corporate m and a orlike real estate , um, you
know, having that taxbackground initially and that ,
uh, that training gave me a legup on my peers. I, I feel like
I came in , um, a little moreprepared on just like, you
(07:33):
know, simple questions or justlike conceptually like
understanding like a , astructure or strategy that a
client would try to pursue froma tax standpoint. 'cause
sometimes, I mean that wealways like to say like the tax
tail should, should never , um,you know, lead the dog
basically, but
helpful. It , it was somethingI was really passionate about.
(07:54):
I really enjoyed, I loved thecom , the , the problem solving
and kind of the puzzle , uh,type , uh, code-based solutions
and stuff compared to, to thegeneral like law school
experience. I mean, there is alot of like gray area and , and
legal room to, to , to becreative also in tax law, just
like any other aspect of thelaw. Um, it was just something
that , um, a lot of people ranaway from. 'cause I think , you
(08:16):
know, I have people all thetime to this day that ask me
like, oh, 'cause it's Aprilright now. So they're like, oh,
are you just like slammed rightnow? Like , it's super busy.
It's tax season. It's like, no, no, not necessarily. Like
that's, it's for the CPAs andstuff and the accounting firms,
but , um, yeah, it's not, youknow, not necessarily you have
to be great at numbers , um, toreally dive into it. I was a
(08:37):
failed biology major thatconverted to political science
and , uh, did public policywith a specialization in
healthcare policy , uh, at theUniversity of Alabama. And ,
um, you know, not numbersfocused was a lot of like
self-teaching. Um, you know, Iremember sitting in that first
class and I was like, what theheck is basis? I had no idea
what that meant. Like Googlinghad , I think I literally had
(09:00):
just like, you know, taxaccounting for dummies, like
just trying to like teachmyself and watch YouTube
videos, just understand thelingo. But once you kinda get
past like the lingo languagebarrier, it was , uh, or , you
know , all started to cometogether. So it was , uh,
something , uh, you can do withno , um, background in
accounting or finance oranything like that. It's, it's
(09:20):
, uh, it's still , uh, possibleto make that crossover from
like a liberal arts typedegree.
Speaker 3 (09:25):
I love that. And I'm glad you brought that up
because we had talked aboutwanting to share that with our
listeners a little bit aboutthe common misconceptions about
tax law. So if we're all beinghonest, I think the, the big
ones that come up, and you guysprobably experienced it more as
folks who are in the tax lawspace, are lawyers are terrible
at math , um, numbers arescary. Um, are you a cpa a are
(09:45):
you a lawyer? Do you need to bea CPA to then, you know , kind
of focus on tax law. Um, andthen the other one is perhaps
that maybe there are not a lotof early career professionals
in this space. Um, which, youknow, arguably that also
presents an opportunity that Ithink y'all can speak to. But I
do think that sometimes it canfeel intimidating, it can feel
very much, I don't know abouty'all, but we don't have drugs
(10:06):
or summer associates coming inand saying, I wanna be a tax
lawyer when I grow up. Um, evenif they are very well suited
for some of the things that youguys have expressed of being
very, you know, if they lovethe code based classes or they
love the transactional side.
And so I would love maybeMarlene, if you can share a
little bit about those, whatyour thoughts are on those
misconceptions and what youwould say to folks who, like
(10:26):
Marick was saying, might betrying to, you know, cross the
divide between liberal artsdegrees and the interest in
transactional world and how,how much numbers and affinity
for numbers play a part inthis.
Speaker 4 (10:39):
Oh, absolutely. And it's such an important question
too. 'cause I'm, I was justlaughing as Maverick was
talking 'cause when I got myLSAT score, I was like, okay, I
guess I'm going to law school.
So I started looking atdifferent areas of law and
glossed right over tax . I waslike, why would anyone, because
I had that same misconception.
That's why I was saying it'sone of those areas where you
(11:00):
kind of to immerse yourself,which is why law school's just
such a valuable experience.
You, you really get to likedabble. Um, and even in the law
firm setting, you do get todabble in different areas. Um,
so the calculation and likequant side of tax exists, I
would say in big fouraccounting, you're gonna see
(11:22):
more of that, especially ifyou're not in national tax in
big four accounting. So ifyou're , um, in any of the
offices, some aspect of whatyou do on a day-to-day basis is
going to be compliance andreporting AKA tax return
preparation where you are usingmath and you are applying
different calculations. Buteven in that sense, I, I
wouldn't say that it'sintimidating from like a, we
(11:44):
hate math standpoint for
it's calc driven and um, youknow, like the resources we
have are just vast. But in thelaw firm setting, and even at ,
'cause I was a IRS ChiefCounsel for almost a year, it's
gonna be more of, I feel likethe research writing and
analysis aspect, that's whereyou're gonna really maximize in
(12:07):
a law firm setting or a chiefcounsel with the IRS. And if
you enjoy li like litigating,which is kind of rare for our
area, not many of us reallyenjoy
like I would, and I did when Iwas at the IRS. Um, so the IRS
does a lot of litigation andmany law firms have a like
robust tax controversydepartment. Um, so, but to
(12:30):
speak to the misconception, itnot at all is the case. It's
more so that you're atranslator. So like you're
taking the text code, you'retranslating it, and it , it's
very challenging. It crossreferences itself all over and
you're really interpreting thecode, translating it for your
clients. And then the aspectthat actually most led me to go
(12:55):
into private sector versusgovernment is you're really
taking an interpretation and ,um, applying it to your
clients, like clients back . Soyou're advocating for a certain
result. And is that going totax effect a k lead to a number
at the end? Yeah, it is . Itwill, it will tax effect , but
that's not what you're doing.
(13:15):
So, and to ease anyone who's onconcerns, we literally, like
our teams, like our taxdirectors that we work with,
that these large health systems, um, they have their own like
team of CPAs that are preparingthe returns and they're
reaching out to us sometimesduring busy season, but most of
the time it's always and askingquestions like, hey, like this
(13:38):
could be construed in differentways. Can you pull some case
law, analyze , like mostly IRSrulings , um, and let us know
how we should apply it. So that, that , I hope that kind of
answers the fact about the mathwhere it's like, well really,
someone else is doing thatpart, don't worry
Speaker 5 (13:58):
Yeah , no , I lo I love the , uh, the draw to say
basically you're , you're atranslator because I feel like
that all the time. I used tojoke. Yeah . Um, my, you know,
when I was a younger attorneysaying that , uh, you know , I
speak fluent accountant, youknow, because you're not just
translating, you know ,necessarily for like your
clients, but also for thepartners or shareholders or
other attorneys and stuffyou're working on a transaction
(14:19):
with in , you know,collaboration with like the
accounting team , uh, orfinance 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 justso vast too. It's just like any
other area of the wall . Likethere's so many, like tax in
(14:41):
itself is such a niche , uh, ofpractice. But then within tax,
there's so many sub niches ,like Marlene mentioned, tax
controversy, like if you wannalitigate and you know, do tax,
you can do both , you know, youcan do that. There's a path for
that. You have compliance typework, 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
(15:03):
niche , uh, practice law. So
Speaker 3 (15:06):
I love that. Thank you for sharing that. And I
think that's a really goodsegue 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 ofopportunities, 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 ofthe tax law and healthcare? Um,
you know, both obviously. Imean, I think most folks would
(15:28):
assume you represent healthcareclients or advise healthcare
clients, but there areparticular nuances about our
industry, like the fact that alot of health systems are
non-for-profit nonprofits andsimilar , you know,
distinctions like that, that Ithink are unique to the
industry. So I'd be curious toknow , um, and Maverick, maybe
you can kick us off on what itmeans to be a healthcare lawyer
who also happens to be a taxlawyer or however you describe
(15:49):
yourself within that space.
Yeah ,
Speaker 5 (15:51):
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 , typeguy. And with some trusted
estate planning for likefounder side businesses. But
lots of that still applies inthe healthcare context, right?
You have, you have startups,you have venture capital, you ,
you have people that areselling and creating
(16:12):
businesses. And the si similartax structuring that goes on on
the for-profit side in thehealthcare industry is, you
know, very similar to what goeson any other like for-profit
business. Um, so a lot of thatwith the trust and estate
planning then where lots of mylike healthcare , um, crossover
comes , um, is mostly like mynonprofit tax exempt practice.
So a lot of hospitals , um,universities , um, you know ,
(16:36):
healthcare type systems thatare entering into joint
ventures, whether it's for likeanother nonprofit , um,
organization or, or afor-profit , um, where they're
kind of getting a capitalinjection and trying to like
broaden their kind ofcharitable purpose. So you see
a lot of that , uh,collaboration in the healthcare
space because so much researchand , um, operations stuff are
(16:58):
, are , are driven by thenonprofit industry or
universities and otherhospitals and health systems
that are kinda , um,categorized underneath that,
you know, tax exempt section ofthe code. Um, so that's ,
that's where lots of like myhealthcare interaction comes
from. I still obviously on thefor-profit and trust and estate
planning side for, for founderside stuff. But , um, yeah,
that at least that's where Isee a lot of the intersection
(17:20):
on Novi . You , Marlene?
Speaker 4 (17:22):
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 oftax due diligence. So client is
PE fund wanting to purchaseportfolio company. It's a
(17:43):
really interesting area of taxbecause you pull all of the
materials like a tax return andyou're sifting through and it's
almost like a profile online.
You're not able to see youreally, you're not able to see
like the intricacies. So it'skind of up to us like Maverick
and I to be like, well wait,why are you selling? Like what
(18:03):
, talk to us about what'shappened over the past 10
years. So you really get to doa deep dive. It's very
specialized. It's also one ofthe more challenging areas of
tax . So I rely on my mentor alot in the area. Um, exemption
is very rewarding, especiallylike our firm hall render . We
are healthcare based , sohospitals and health systems.
(18:23):
So we get to hear about, we getto convince the IRS about our
clients' charitable missionsand it's the easiest job
because they are at any giventime. But it's really, we just
are like , yes, we're a part ofit, but it's them that's
driving the mission. Like, I'llthrow a couple examples out
(18:44):
there . Um, one of our clientslike recently got a grant to
open up a new or offer a newfellowship program in like a
niche area of surgery, likevascular surgery. Um, and then
we also worked directly withphysicians about their own ,
uh, dream or mission to open uptheir own practice after many
years , um, being affiliatedwith the hospital system. So
(19:05):
it's like you almost like takea more of an indirect seat at
the table to strategize andgoal plan , um, in the exempt
space. And really , um, thereare many different areas. So
income taxes the largest, butkeeping in mind there's also
sales and use franchisetransfer taxes, property taxes,
(19:28):
you know, shout out to our realestate team. They do great work
in in property tax exemption.
'cause those are heavilychallenged as they're really
run by the state. And likeanything else, each state is
going to apply differently. Um,and then there's just the mixed
bag where you'll just, you'llget a tax question. I think I
had something onself-disclosure to like the
(19:49):
taxation division of the DOJ on, on some like covid relief
that eligibility. So I waslike, wow, this, I wasn't
expecting this. So I thinkthat's what keeps me going to
is just that like the varietyand then just knowing you could
go in a direction that speaksto you .
Speaker 5 (20:08):
Yeah, no , it's, it's the diversity in the day
to day practice, like Marlenewas saying, it that makes,
makes it rewarding and fun.
Like my , you , I could spendyesterday half my days on like
a joint venture between twohospital systems for, for , uh,
a new venture they're enteringinto. And then the other half
is a property tax exemption forlike a a , you know, non-profit
(20:31):
, you know, charter school. Andthen moving on to like a
normal, like for-profit likehealthcare, like m and a
transaction. Like it's, it'sum, it allows your practice to
be a little more robust anddiverse where you're not
necessarily doing the samething or , you know, rinse,
wash and repeat of like thesame transaction over and over
again. Which for me, you know,my DHD it just , just doesn't,
(20:51):
doesn't work for me. You know,so like I , I like to have a
new challenge and , and somelike diversity and like what my
day's gonna look like , um, youknow, between, between those
and then , um, you know , beingable to tie it all together at
the end of the day too. 'causethey're all related practices.
It's all , uh, a subset ofknowledge where you're kind of
coming in , uh, as Marlene wassaying, is either like on a
(21:11):
transactional type capacity,like maybe in a diligence
process or just actually doingthe deal , uh, like I do or
coming in on the regulatoryside where it's transaction,
you know, transaction adjacent.
But I need like a attorneygeneral, like notice an
approval process. I have tolike guide a nonprofit through
'cause they're selling to likea private equity firm. Um, and
(21:31):
you know , that's kind of beena , been a huge , uh, from a
state regulatory standpoint,like a different thing . So
you're still navigatingcomplexities of like federal
law and then, you know , statelaw and , um, it , it's, it's
just a super rewarding practiceand , uh, super interesting at
least, at least for , for meand hope hopefully for others.
Speaker 3 (21:50):
be interesting and Marlene aswell, to hear a little bit
about your day-to-day. So Ithink you guys have touched on
it briefly of, you know, theredifferent things that come
across your desk every singleday. And I do think for a lot
of us, even those who do nottouch tax law , um, and just
call y'all when we need helpwith something , um, that is
part of the draw of healthcareis that it is such a hyper
(22:13):
regulated industry and withinit, it has its own, you know,
other regulations that apply oroverlap like tax law , state,
you know, federal stuff . Um,and that just really makes the
work really interesting. ButI'd love to know for our
listeners who are curious, likewhat does a day look like for
you? And maybe too you can adda little bit to Maverick. I
think in the beginning weshared a little bit about your
background, which is you have,you did your LLM and then once
(22:35):
you graduated you startedworking at firms . And you have
been a firm creature likemyself,
your career. And Marlene, youhave the experience having been
in a big four and then going tothe IRS and now being at a firm
. So , um, Maverick, what'swhat's your day to day like and
what's it like to be a tax, ahealthcare tax lawyer at a
large firm?
Speaker 5 (22:54):
It's , um, it's like I said, it's, it's , it's
diverse, it's challenging andit's fun. So no , no day , no
day is necessarily the same.
Um, a lot of , uh, probablycommonalities with like your
typical like corporate m and aassociated a lot of just normal
healthcare m and a I specializeand do a lot of like senior
health , uh, or senior livingdeals , um, and distress in the
(23:15):
distress space as well inhealthcare. 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 atthe same time , um, forming a
new nonprofit or helping a ,you know , two tax exempt
entities or a tax exempt forprofit , like enter into a
(23:35):
joint venture agreement or witha, with a entity , uh, plugged
in and involved. And then , um,kind of specialize, at least in
Tennessee, a lot of likefranchise and excise tax, like,
and asset protection likeestate planning , uh, type
stuff for like founders and,and , uh, uh, founders
especially looking to, to plantheir exit strategy in the next
like five to 10 years. Um, so Ican, I've literally had days
(23:58):
where I'm drafting a , youknow, estate plan with a , with
some trust and asset protectionand, and uh, tax planning
documents , uh, in the morning.
And then I'm drafting a , youknow, a asset purchase
agreement in the afternoon andthen reviewing a , a draft form
10 23 for tax exemptapplication , uh, for , uh, a
(24:18):
new , uh, whether it be a foundprivate foundation or public
charity , um, later on thatday. Um, so it is super
diverse. Uh, no days the sameat all. And uh, and I love it.
I , it keep , keeps me on mytoes and, and keeps me , um, it
keeps me agile at least too ,to kind of be able to come in
again, lot lots ofcomplimentary , uh, skills and
(24:40):
uh , you kind of issue spottingbetween the three 'cause uh,
you know, I can come in on atransaction that I know is
gonna be, or a founder orclient we have that might be
looking to sell in the nextcouple years. And, you know, we
haven't looked at the taxplanning, estate planning side
of it and usually, you know,when I was doing, you know,
good, probably half my practicein my early career is like
trusting estate planning. Um,you know, we'd always get
(25:03):
corporate m and a attorneysthat would hit us up like a
month before they're looking tosell or sign a deal or they've
already signed an LOI and it'slike, well you can only do so
much at that point unlessyou're like willing to, to push
some bounds. Like you shouldhave talked to us like last
year, like three years ago. Um,so being able to kinda like
bridge the gap betweendifferent practice groups and
types of attorneys , um,similar in the sim same
(25:23):
industry and similar space hasbeen super helpful. And the
same on like, you know, thetransactional side with tax
exempt organizations. You havedeal attorneys that do a lot of
healthcare transactions ortransactions in general , um,
and private equity clients thatjust, you know, they're used to
buying for-profits and youthrow, you throw another tax
identity with their assets anduh , state regulatory and
attorney general approvalprocess in there, you know, it
(25:45):
kind of catches 'em off guardor, you know, they , they miss
things because you're just,you're not used to dealing with
that world because healthcareis a super highly regulated
industry in itself. But then ifyou throw like the tax exempt
aspect and it also super highlyregulated industry , um, able
to catch things that otherpeople I feel like don't
normally catch just because ofthe you tax background and
(26:07):
training. So I think it'suseful, fun and um, yeah,
rewarding and
Speaker 3 (26:12):
I love that. And , um, while we have you, what is
firm life like? You haveclearly spent several years at
a firm . What's your favoritething about working at a firm
as a tax lawyer and what hasmade you start ?
Speaker 5 (26:26):
Um, so I started at like a small firm in Boulder,
Colorado, like a 30, 40 personfirm. Um, and I love the, I
love the small like law firmlike feel and , uh, the you
closest you get to work reallylike, closely with a lot of
your colleagues and stuff. AndI think over my career, as
I've, you know, moved todifferent firms that
substantially have gone , goneto a bigger firm and then from
(26:48):
there to a bigger firm. And ,um, the nice thing about it is
like obviously the teams likeyou , I get to deal with so
many experts in so manydifferent areas of law that I
didn't know about. You know,we're talking about how lots of
people just like gloss over taxlaw, but like so many like sub
sub like niches and specialtieswithin like healthcare or like
(27:09):
employment law , um, realestate, real estate finance.
Like, it's just I get to tapsome of the most like, you
know, brilliant people to likework on problem solving with me
and try to like, solve thesecomplex puzzles and a bunch of
different personality types. Soit's , uh, it's super rewarding
to like have a, have a, youknow , deep bench, great
(27:30):
people, like great teams thatyou can build from that great
resources you can get likeultimately like a great product
to your client. Um, theresources obviously are, are
different between the differentlike, you know, sizes of law
firms and even a smaller lawfirm like the way technology's
advanced , you know,substantially over my brief
career. Um, it , it , it's,it's kind of leveling the
(27:53):
playing field I think a littlebit more. Um, especially now
that we're, you know, I thinkevery CLE or topic or podcast I
listen to legal or not legalrelated to AI is, is the
forefront of the conversation.
So I think that'll continue tokind 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
(28:14):
able to collaborate with people, um, help clients kinda see
their vision through the lawfirm side. It is super fun. I
did some like public interestwork like during law school. So
like I was in federal districtcourt for a summer. I was in a
legal fellow at the Secretaryof State in Colorado for a ,
uh, for a year. And um , soI've gotten to see both sides
(28:34):
of it. I love both. I thinkit's allowed me to kind of see
like the importance of howpublic sector work interacts
with the private sector and howlike working collaboratively
and like understanding how eachoperates a little bit. Um, I
think, you know, benefitsclients but also benefits each
other, you know, trying to makeeach other's jobs easier and
try to get ultimately like agood result for everybody is,
(28:55):
is uh, the end goal. So yeah,that's , uh, great . I spiel on
that. Thank
Speaker 3 (29:00):
You
spent, you started your careerBig four then went to the IRS
and now are big firm. So it'dbe curious to know what , um,
are some of the differences andalso, you know , I mean I think
one of the big things that Iwould say distinguishes being
at a firm than really anywhereelse is that at a firm you are
(29:21):
one of many lawyers. And atthese other organizations,
whether it's government or uh ,a corporation, you are one of a
few lawyers and, and especiallya big four. I imagine in the
IRS you might actually be, youknow, not nod as there are not
as many lawyers as there areaccountants or other folks who
like you , you would imaginewould be in the , in , in the
industry. So I'd be curious toknow about your path through
(29:43):
those and then sort of how ,um, the hall rendered team
ended up getting you.
Speaker 4 (29:47):
Oh yeah, absolutely.
Oh my gosh, thank you so much.
That's , it's really likeamazing to reflect back on it
because I did spend four tofive years in big four
accounting, international tax ,um, focused area was more corps
like sub C . So Maverick and Itogether are just like the
perfect 'cause he's his passthrough , which, which honestly
(30:07):
is really like a genius, geniuslevel at the IRS, the pass
through attorneys. They arebrilliant. Um, so I spent about
five years but, and I got towork on some really
interesting, I'm in Detroit, soit was tier one, tier two auto
suppliers and large oil and gascompanies. Although they had a
variety of operations andglobal footprint, I kind of got
(30:29):
lost in like the weeds of it .
Like it was hard. It wasn'tnatural to see the big picture
of why , um, so I kind of feltlike I was really just one of
many. Um, but the exposure inbig four was great because you
just see these hundreds ofbillion revenue generating
(30:50):
institutions and you , there'sno area of tax that you didn't
see if you worked on one ofthese large oil and gas
companies. Um, I, and I lovedbeing 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 fouraccounting. So went to the
I-R-S-I-I, I actually alwayslike, I was like, well, 'cause
(31:11):
the opportunities aftergovernment 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 apartner in a, a law firm with a
robust tax group. Um, so Ithought, okay, this is a great
(31:31):
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'reasking you, can I do this? Can
I not? Um, and really in tax,the burden is not normally on
the taxpayer . So in otherwords , um, you're not gonna be
(31:53):
able to do a lot of creativeargumentation if you're not in
national tax . And I was in thefield for the IRS, so I was
like, well, I wanna arguecreatively. I want text
technical work. I want to doless reporting, less
quantitative and more research,writing and analysis. And I
think being at Hall render in alaw firm setting has just been
the perfect marriage of those.
(32:16):
What I liked about each, andhonestly, I wanna just
encourage everyone when it'snot feeling right, like the
vibe , vibe, your energy isnot, you're not following that
energy. Don't be afraid topivot. 'cause I wouldn't have
found the role I'm in now andI'm supported tremendously. Um,
and like Maverick was saying,what's great about being in a
law firm and doing tax at a lawfirm is I am just kind of
(32:39):
waiting for my colleagues tolet 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 mand a are like powerhouse
attorneys and they really ownthe project and they're coming
to me and saying, Hey, can youreview the tax matter section
of this agreement? Um, or evensome of the like allocations in
partnership agreements. So Iget to just kind of be like
(33:02):
there for the like part of itand then you're really
specialized so they're comingto you just on that piece. Um,
'cause it really takes like adifferent personality to I feel
like run the whole show. So Ilove being just like , uh,
there and helpful where I canbe. Um, and then also coming up
with those ideas, like kind ofsaying, Hey guys, like on the m
(33:24):
and a side, I know we normallylike do this type of f
reorganization here. However,like a PLR another ruling came
out that said we could do itthis way and retain historic
attributes, which is reallyimportant in the healthcare
sector. So you do get to kindof like be that specialist and
that like consultant on , um,tax issues that normally don't
(33:48):
drive the decision making . Um,just because like, it's funny,
like the C-suite just kind ofdrives the decision making ,
but taxes, when you talknumbers, it can be really
convincing for your clients andwho you're working with for
sure.
Speaker 3 (34:02):
No , I love that.
And just like a moment toappreciate our subject matter
experts who make the bigpicture folks and the deals
happen for sure, especiallywhen we , um, ask for
something, you know, in someunreasonable time , some
unreasonable timeline , um, toturn 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 cometogether and we all do parts of
(34:25):
the same pie for similarclients or the same clients.
Um, so as we wrap things up, Iwould love to hear a little bit
of what you guys , um, arethinking as far as, I mean
there's been, I think one ofthe questions that a lot of us
are getting is as a highlyregulated, focusing on the
highly regulated industry withall the changes that are
happening, usually changeadministration and you know,
(34:47):
just different things thathappen , um, that affect the
industry. Um, and then you guyshave the overlay of another
highly regulated industry. I'dlove to know what either you're
seeing more of in the pipelineor generally like if you're
getting more calls from clientsor some of really to kind of
tie it into the opportunities,because again, I do think
there's this misconception ofthe tax code has been around
(35:09):
forever, and so you're notgonna learn anything new. Your
, your day might be varied, butmaybe the subject matter is
narrow. And I would say that itfeels like it is rapidly
evolving,
So Maverick, I know you weresharing a little bit before we
hopped on about , um, all thecalls you're getting and things
that are popping on your desk.
Speaker 5 (35:27):
Yeah, so I mean obviously I think something, at
least in the healthcareindustry we've seen a lot of
is, is a lot more strategicpartnerships 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 coupleyears, like private equity
(35:48):
firms that are looking atnonprofit targets, whether
that's in the behavioral healthspace or senior living space or
um, you know, even the hospitalspace. It , it's , um, you're
you're seeing a lot more ofthat segue . 'cause you know,
private equity is driving a lotof things. Um, you know, the
public markets have kind of,you know, I don't wanna say
dried up, but it's been, youknow, obviously private equity
(36:10):
and metric capital have beenfueling , uh, a lot of
investments in this space andother spaces as well the past
couple years. And , um, nowwe're starting to see like tax
exempt , tax exempt entitiesand nonprofits tap into that ,
that capital and stuff as well,which is a really, really
interesting like space to be apart of . 'cause you have to
have like some, you know ,obviously like context of the
(36:30):
tax exempt nonprofit , likeconsequences of that from a
state regulatory level to thefederal level. Then also just
like for-profit, like justnormal deal transactional type
issues and stuff that you, youhave to kind of , uh, account
for and like, it , it is hardto, you know, it is very
challenging and , andinteresting to try to see how
you align charitable missionswith like profit driven causes
(36:51):
and stuff lately , um, a lot ofcalls lately, obviously since
the new administration's takenover on the whole federal grant
and , uh, state grants, DEI ,uh, space, I think , um, you
know, get a call or or email onthat like, you know, multiple
times a week at this point. Andguidance changes every, I tell
people every 12 hours it seemslike
(37:14):
going on. We don't, you know,necessarily it is kind of a
limbo space everyone's kind ofoperating in and uh, helping
clients , uh, kind of navigatethat , um, while still kind of
staying as closely driven totheir missions and, and , uh,
you know , whether it's abusiness purpose or or for a
nonprofit like their charitablepurpose as possible. Um, and
allowing them to continue tofunction without having to have
(37:35):
that risk kind of hanging overtheir 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 oflately. I about you, Marlene.
Is it similar or?
Speaker 4 (37:48):
Yeah, so , um, definitely a every day is
different. Um, we have beenseeing a lot of, so tax is
really an area in theadministration that's heavily
in it's kind of top priority.
So during the first Trumpadministration, tax cuts and
Jobs Act overhauled a lot ofthe international tax
provisions, which hadn't beenchanged like Ellie had for
(38:11):
years. And then now we'reseeing like Chevron deference
just with the IRS and um, howthat standard is changed. Um,
and then there's been a lot inour, our law firm just being
healthcare basis . We arereally in the center of it. And
our clients have brought it toour attention too. There's been
a lot of scrutiny on exemptionsfor hospitals and healthcare
(38:33):
systems because there was areport that came out that said
this is how much the Fed couldtake back. And it was hundreds
of billions , um, in terms ofhospitals are not paying this
tax, they could be paying itand 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?
(38:54):
And they're just looking atthese exemptions and every time
we hear and something comesthrough, it's on our email .
The IRS likes to just drop,just let you know it's Fridays,
it's always Fridays. They'dlove to ruin your weekend.
regulations. Um, so, or whenour clients see those, we are ,
we're constantly holdingwebinars. I know Maverick,
(39:17):
Ellie , you guys probably dothe same thing, where we really
have to be responsive to thoseright as they're occurring so
that clients can know how wecan help, what the issues are,
what they should do. Now it'svery, it's really time
sensitive. Um, but I, I don'tknow if I'm insane, but I
actually like that part of taxof it being, when I was
deciding what to do for like 30years, I was like, well there
(39:40):
are , there are areas of lawwhere a case has been the
landmark case for 40 years. Iwas like, well, I already know
myself. I'm not going to beable to do that. So I actually
like, like I'm , I'm always onthe edge of my seat. I'm like,
I wonder what they're , howthey like took what I, what
we've put forth. I wonder ifthey agree with us and just it
being an area tax , being anarea that, so it evolves and
(40:03):
change so drastically. Youaren't bored and you're really
able to like make it your own.
And one piece that I wanted tomake sure I mentioned was me
and my mentor, my subjectmatter mentor. We've spent a
lot of time on just aspects oflaw and in tax that are not
really substantive. So likebusiness development. And I
just wanted to call out, like,you also get to think about,
(40:24):
okay, I am doing this work, butthen what am I gonna do in
three years, five years? How amI gonna give back? How am I
going to propel the area, thespecialty? And I feel like as
you get into your role, thatbecomes more front and center.
But I didn't know that this, itwasn't aspect of the day to day
and it is like businessdevelopment and almost giving
(40:48):
back and really , um, liketaking that time to , uh,
showcase and get someone elseready to learn what you've
already feel like you'vemastery.
Speaker 5 (41:00):
Yeah , I'm glad you went to like , yeah , the tax
cuts and objects . 'cause Icame out of law school like
right after that in the LLMprogram was like, what a great
time to come out as like a taxattorney because you had a lot
of older tax attorneys that arelike , uh, I don't necessarily
wanna , you know, learn aboutthis 1 99 cafe like deduction
or really dig into the new likeinternational like regs. Um, so
(41:21):
it's a good timing. It's , it'sa , like Marlene said, dynamic
area. It's ever changing. Likethe five oh R 5 0 1 R
compliance and stuff forhostels right now is
specifically under the gunbased on different priorities
this administration andcongress has. So, you know,
we're gonna expect some, somethings to stay the same. Some
things are changing, but it'sjust a dynamic landscape. And ,
(41:42):
um, yeah, the , the, the, Ithink the hardest, the hardest
thing to kind of navigate isjust 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 alittle bit of a broad array. So
like I have different expertsand mentors for different
things. Like the the hardestthing for me coming in , you
(42:03):
know, coming into a larger lawfirm like Polselli on, you know
, being a tax and a tax guyprimarily for most of my
career, and then learning howto run a deal. Like Marlene
said , different skill set ,different personality type,
learning how to kind ofquarterback that situation. So
like leaning on peers andmentors for that , um, you know
, gave me a greaterappreciation kind of for that
team and stuff as well. So it's, um, it's, it's, there's gonna
(42:25):
be more changes. There's gonnabe, you know, new things
happening. Um, it's a greattime to take an interest and
follow lots of things. You know, lots of it's policy driven ,
um, in multiple industries. Itaffects a lot of different
areas. So , um, yeah,
Speaker 3 (42:41):
I love it. Thank you so much both of you for your
time, for giving back bysharing your stories and for
being such good representativesof how fun tax law can be. I
never thought I would say thatsentence, but I think it's so
interesting for folks to reallybe exposed to something again
that we don't see very often.
Um, for from two folks who arevery excited and energized by
their practice groups, I thinkit speaks volumes both about
(43:02):
your firms, who you are aspeople, but also the kind of
practices that you've built andthe opportunities that are
available for our early careerprofessionals or other
professionals who might be inhealth law and be interested in
tax. So I hope that if , um,okay with you guys, that folks
maybe who are interested in thetopic might be, but if I do on
LinkedIn, I know both of you'reall very active and you're also
(43:22):
, um, involved with A HLA. So ,um, hopefully there's some
follow-up conversations. I knowboth of you're great mentors to
law students and um , earlycareer professionals. So thank
you for all you guys are doingand thank you to everyone who
tuned in today. This has beensuch an insightful conversation
and we are excited to see thenext generation of tax lawyers
(43:43):
, um, get into healthcare anddo the work that Maverick and
Marlene are doing. Um, beforewe wrap up, I wanna take a
moment to encourage ourlisteners to check out the
Early Career ProfessionalsCouncil , which , um, is very
helpful. Whether you're , uh,just starting your career,
you're in law school or you'rea little bit more seasoned, but
wanna connect with folks whoare kind of at the same stage
(44:03):
of your career. Um , we'realways looking to expand our
reach and our network. Um, sowe hope that you reach out if
you're interested. And thanksfor listening. We hope to see
you all next time.
Speaker 2 (44:17):
Thank you for listening. If you enjoyed this
episode, be sure to subscribeto ALA's speaking of Health Law
wherever you get your podcasts.
To learn more about a HLA andthe educational resources
available to the health lawcommunity, visit American
health law.org.
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