M&A Tax Lawyer Recruiters

Public Law 119-21, the reconciliation act signed on 4 July 2025, is the statute an M&A tax interview now has to survive. Four provisions change the cash tax of a deal. They are not a reason to hire "a tax lawyer" in the abstract. They are a reason to hire someone who has applied them to a signing, because the answers moved in 2025 and the forms that still describe 2022 are wrong.

Bonus depreciation. EY's 2025 alert on the cost-recovery provisions states that the act makes 100 percent bonus depreciation permanent for qualified property acquired after 19 January 2025. Property acquired on or before that date stays on the prior phase-down. Morse, writing on the same act, makes the deal point that matters in an interview: the deduction attaches to a basis step-up. A taxable asset deal, or a deemed asset sale, can put depreciable basis in the buyer's hands. A straight stock purchase, with no election that treats the stock deal as an asset deal, generally does not. The candidate who cannot say which closing actually uses section 168(k) is not the candidate for this seat. Morse also states the 2026 section 179 ceiling: for tax years beginning in 2026, expensing of up to $2,560,000 of qualifying property, phasing out dollar for dollar once additions exceed $4,090,000. That cap is a tool on a smaller asset deal. It is not the driver on a transaction whose eligible basis is an order of magnitude larger.

Domestic research expense. Section 174A, added by section 70302 of Public Law 119-21, allows a deduction for domestic research or experimental expenditures paid or incurred during the taxable year. The effective-date note applies the amendment to amounts paid or incurred in taxable years beginning after 31 December 2024, with elections for certain unamortized amounts from earlier years. Foreign research stays outside that deduction. On a technology acquisition the questions are how much of the target's spend is domestic, what was capitalized under the prior rule, and what the buyer can deduct after closing.

Interest limits on leveraged deals. Vinson & Elkins, describing the act signed on 4 July 2025, states that the business-interest limit in section 163(j) is permanently restored to an EBITDA basis — adjusted taxable income computed without regard to depreciation, amortization or depletion — for taxable years beginning after 31 December 2024, and that the limit is applied before most interest-capitalization provisions. From 2022 through 2024 the limit was closer to EBIT, which reduced deductible interest for leveraged buyers. EY describes the same permanent return to an EBITDA computation. A private-equity tax counsel who cannot recompute the limit on the credit agreement cannot be staffed on the sponsor deals in the Wells Fargo print. The $1.2 trillion of 2025 sponsor value is the demand. Section 163(j) is why the model changed underneath it.

Qualified small business stock. Section 1202, as amended by Public Law 119-21, splits on the date of enactment. For stock acquired after that applicable date, the exclusion is 50 percent if the stock is held at least three years, 75 percent at four years, and 100 percent at five years or more. Stock acquired on or before that date keeps the prior holding-period rule of more than five years. The per-issuer cap is $15 million for stock acquired after the applicable date and $10 million for stock acquired on or before it. The gross-assets ceiling is $75 million. Both the $15 million cap and the $75 million ceiling are inflation-adjusted for taxable years beginning after 2026. A venture exit or a rollover in which founders take stock of the buyer is now a section 1202 question with a shorter clock and a higher asset cap.

A useful interview walks one deal. The screen is whether the lawyer has run a section 338(h)(10) or section 336(e) election, modeled section 163(j) on EBITDA after 2024, separated domestic research under section 174A from foreign research, and tested section 1202 on stock acquired after 4 July 2025. A general tax label does not answer those four questions.

Partnership acquisitions are their own stack. A buyer of a partnership interest cares about a section 743(b) adjustment and about section 704(c) layers that already exist. A profits interest, a catch-up and a management rollover are tax documents even when the corporate colleague calls them equity. The Wells Fargo sponsor print — 6,229 US sponsor deals in 2025, value $1.2 trillion — is why partnership tax sits inside this seat rather than beside it.

Spin-offs and separations are the other stack. Section 355 has its own representations, its own ruling practice, and its own way of failing. A lawyer who has only ever represented buyers on taxable stock deals will tell you the spin is "tax." That is not the same as having written the representation letter. We do not treat those resumes as substitutes.

Controversy experience is relevant when the deal inherits an exam, a tax receivable agreement, or an indemnity that is really a dispute. It is not a substitute for the structuring. The sibling page for disputes, exams and transfer-pricing fights is tax planning and controversy. A mandate that is actually a Tax Court seat belongs there. A mandate that is a signing belongs here. Mixing them produces a shortlist that cannot close.

Geography follows the deal. US federal tax is the core of the 2025 prints above. A cross-border signing adds withholding, treaty claims, and the tax where the subsidiaries sit. An M&A tax title in New York does not prove that second skill. We ask for the jurisdictions on the last signing.

On the 14 M&A tax searches opened since 2023, the median time to a shortlist was 22 days, and the median time to an accepted offer was 10 weeks. Both medians are taken on the searches in that set that reached an offer. They are not the 24-day and 11-week medians that apply to general counsel and chief legal officer searches. Using the general-counsel clock on a specialist tax counsel overstates the calendar we have seen on this seat, and it mixes two books.

One of those company searches closed in 2025. A NYSE-listed industrial in Chicago hired an M&A tax counsel in 9 weeks. The brief was a counsel who had allocated purchase price and lived with a section 338(h)(10) election, reporting to the general counsel, with corporate development as the internal client. The general counsel later said: The shortlist had lawyers who had signed a 338(h)(10) election, and lawyers who had only described one. We hired from the first group.

The 8 law-firm searches were a mix of counsel and partner laterals and senior associates. Several stalled on conflicts rather than on technical skill: the tax partner the firm wanted was already on the other side of a live matter, or the book was a corporate partner's clients who were not going to move. The 6 company searches stalled, when they stalled, on the reporting line and on cash against the law-firm scale. A counsel who is a fifth-year or sixth-year on the $235,000-to-$455,000 ladder does not experience an in-house offer as a raise just because the title changed.

In-house searches other than general counsel, chief legal officer and chief compliance officer carry a 6-month replacement guarantee. Those three seats carry 12 months. An M&A tax counsel is in the 6-month group unless the brief is actually one of those three offices. We do not recruit from a client's legal department for 24 months after a mandate, and we do not approach a lawyer we placed for as long as that lawyer stays in the seat.

The working sequence is the one we use on retained corporate and law-firm work. The first week is the brief: side of the table, elections the last deal required, reporting line, and the cities where the person must be admitted or willing to sit. Mapping and private outreach follow. A name does not go to the client without the candidate's consent. Candidates who want a confidential conversation start at submit your CV. Companies and firms that already have a seat start at talk or contact.

Tax recruitment is the parent. Tax planning and controversy is the sibling for planning that is not a signing, and for disputes. Mergers and acquisitions is the corporate practice on the same deals: the corporate lawyer there, the tax lawyer here. Companies comparing cash should use tax attorney salary 2026 and M&A attorney salary 2026. A general counsel who needs to know whether a tax lawyer will move at all should use the market note on tax-lawyer mobility.

Law firms briefing a lateral start with for law firms and partner recruiting or associate recruiting. Companies start with for companies and in-house counsel recruiting.