DESCRIBE YOUR CAREER TO DATE.I am privileged to have spent the lion’s share of my career as a tax lawyer at Wachtell, Lipton, Rosen & Katz where I serve clients by advising on the tax aspects of major transactions. I joined the firm in 1997 and became a partner in 2001. Prior to Wachtell Lipton, in the mid-1990s, I spent three years as a law school professor teaching tax, at NYU and then at Cardozo. Before that, I clerked for the Delaware Court of Chancery. All of these experiences have been richly rewarding and amplified my skills as a tax lawyer. But there is nothing like learning the practice on the job at Wachtell Lipton, where I have been fortunate to have the opportunity to hone my skills in deal after deal and serve clients on some of their most critical transactions.
WHAT MOTIVATED YOU TO SPECIALISE IN CORPORATE TAX?A corporate tax specialty requires a combination of intellectual acumen; the ability to explain complicated concepts clearly and intuitively; interpretive skills; problem-solving creativity; a deep concern for the challenges clients face; and a desire to engage and negotiate with one’s counterpart on the other side of a transaction. From the moment I was first exposed to corporate tax practice, I knew it was for me.
HOW HAS THE MARKET CHANGED SINCE YOU FIRST STARTED PRACTISING?
The legal services market has become more diverse. It is now commonplace, for example, for women to have leading lawyer roles on transactions. As well, advances in technology have had a huge impact in terms of lawyers’ abilities to be responsive 24 hours a day. When I started practising in 1990, I don’t believe I had a computer on my desk for the first few months. That would be unthinkable these days.
LOOKING BACK OVER YOUR CAREER, WHAT IS THE MOST INTERESTING CASE YOU HAVE BEEN A PART OF?
There are many candidates. One that comes to mind is the recent sale of a public company that had a large capital loss carryforward. Another was a recent spin-off that included IRS rulings on a debt-for-debt and debt-for-equity exchange. Yet another would be a recent acquisition by a foreign public company of a US public company for cash after the IRS promulgated regulations relating to “debt versus equity”.
WHAT TRENDS HAVE YOU OBSERVED IN THE MARKET OVER THE PAST TWO YEARS?
In the corporate tax world, the main trend in the past few years has been the integration of the many new rules and concepts enacted in the Tax Cuts and Jobs Act of December 2017. Tax lawyers have been busy analysing those rules in order to take them into account in structuring transactions and advising clients.
HOW HAS YOUR ROLE AS CHAIR OF THE TAX SECTION AT THE NEW YORK STATE BAR ASSOCIATION ENHANCED OR AFFECTED YOUR ROLE AT WACHTELL, LIPTON, ROSEN & KATZ?
My role as chair of the New York State Bar Association tax section enhances my role at Wachtell Lipton, because it puts me in the middle of a detailed and sophisticated dialogue among tax practitioners about the latest IRS proposed regulations and other pronouncements. The tax section submits reports to the government commenting on such regulations and pronouncements. As chair, I have to make sure that the reports are balanced and thoughtful.
HOW DO YOU SEE YOUR CAREER DEVELOPING OVER THE NEXT FIVE YEARS?
Over the next five years, I envision continuing to contribute to my firm’s practice by working on major transactions for clients.
WHAT ADVICE WOULD YOU GIVE TO YOUNGER PRACTITIONERS HOPING TO ONE DAY BE IN YOUR POSITION?
Stick with it! Be the point person on the deals you are working on, and apply yourself to broader issues that you see in practice by engaging with other practitioners whether through bar association work, writing articles, attending conferences or otherwise. You can accomplish more than you would expect by hanging in there.
Deborah Paul is a standout name in the corporate tax field and is described by observers as “a superb M&A tax lawyer”.
Deborah L Paul is a partner in the tax department at Wachtell, Lipton, Rosen & Katz where she focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spinoffs and financial instruments. Ms Paul has been the principal tax lawyer on numerous domestic and cross-border transactions, including strategic acquisitions and private equity buyouts, in a wide array of industries, including telecommunications, oil and gas, food, defence and energy. Ms Paul is a frequent speaker at the Practising Law Institute, American Bar Association, New York State Bar Association and New York City Bar Association conferences on tax aspects of mergers and acquisitions and related topics. She is rated a leading tax lawyer by Chambers USA, Super Lawyers, The Legal 500 and Who’s Who Legal. She was elected partner in 2000.
Ms Paul is an active member of the executive committee of the tax section of the New York State Bar Association. Prior to joining Wachtell Lipton in 1997, Ms Paul was an assistant professor at the Benjamin N Cardozo School of Law (1995-1997) and an acting assistant professor at New York University School of Law (1994-1995).
Ms Paul received an AB from Harvard University in 1986, a JD from Harvard Law School in 1989 and an LLM in taxation from New York University School of Law in 1994.