A deep and diverse practice focused on maximizing tax efficiencies and minimizing tax risks for clients nationally and internationally.

With lawyers who are recognized globally as leading practitioners in the field, our team advises clients on the tax implications of domestic and international transactions, including mergers, acquisitions, financings, investments, joint ventures and restructurings. Widely known for our work with tax-exempt organizations, we advise such clients on an array of issues presented by their tax-exempt status. We also represent clients in seeking favorable guidance and rulings from the IRS and state tax authorities, and defend them in tax litigation and audits. In addition, we counsel clients in every industry on the design of executive compensation arrangements and on compensation and benefits issues in general.

Wethly, Kimberly B.

Kimberly B. Wethly

Chair, Tax Practice Group

+1 617 526 6481 (t)


Burke, Robert D.

Robert D. Burke


+1 617 526 6470 (t)


Kilgore, R. Scott

R. Scott Kilgore


+1 202 663 6116 (t)


Null, Amy A.

Amy A. Null


+1 617 526 6541 (t)


Ritt, Roger M.

Roger M. Ritt


+1 617 526 6475 (t)


Schnall, Matt

Matthew Schnall


+1 617 526 6892 (t)


Wethly, Kimberly B.

Kimberly B. Wethly


+1 617 526 6481 (t)


Bormann, Amelia E.

Amelia E. Bormann

Special Counsel

+1 617 526 6860 (t)



Our tax practice encompasses areas including mergers and acquisitions, international and domestic tax planning, compensation and benefits, private equity and hedge funds, federal and state tax controversies and litigation, and tax exempt organizations. Recently, we have:

  • structured US and cross-border mergers and acquisitions involving public and private companies;
  • advised fund sponsors on the off-shore and on-shore structure and operation of private equity and hedge funds for domestic, foreign and tax-exempt investors;
  • assisted with the cross-border restructuring of equity and compensation plans in connection with multi-national companies’ acquisitions of US subsidiaries;
  • defended clients before the IRS regarding tax benefits claimed with respect to offshore investments;
  • advised universities, museums, social welfare organizations and other entities on novel tax issues presented by their nonprofit status; and
  • provided guidance and assistance to public and private companies in drafting and implementing equity compensation plans and other nonqualified incentive compensation arrangements.

Publications & News


November 20, 2015

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and applied the limitation to CFOs of certain smaller public companies. Since the release of IRS Notice 2007-49, practitioners have understood that the deduction limitation applies only to compensation paid to a public company’s CEO and its three most highly compensated individuals (other than the CEO or CFO) and that, by a quirk of cross-referencing between the Code and the Securities and Exchange Commission’s (SEC) compensation disclosure rules, Section 162(m) does not apply to compensation paid to the company’s CFO, irrespective of the SEC reporting regime applicable to the public company. However, in a Chief Counsel Advice (CCA) legal memorandum issued on August 24, 2015 (and made publicly available in late October), the IRS concluded that the compensation paid to the principal financial officer of a “smaller reporting company” can, in certain circumstances, be subject to the deduction limitation of Section 162(m).

November 13, 2015

Second Circuit Clarifies Common Legal Interest and Work Product Doctrines for Material Shared Among Transacting Parties

The U.S. Court of Appeals for the Second Circuit recently ruled that the “common interest” doctrine protects legal and tax liability analysis prepared for a client and subsequently shared with a consortium of banks providing financing for the client.

November 2, 2015

WilmerHale Receives Top Rankings, Named “Law Firm of the Year” in Mutual Funds Law in 2016 U.S. News - Best Lawyers® “Best Law Firms” List

U.S. News - Best Lawyers® has named WilmerHale "Law Firm of the Year" in Mutual Funds Law and recognizes the firm as a first-tier law firm in 21 national and 58 metro-area rankings. In addition, the firm boasts more than 30 second- and third-tier rankings.

July 1, 2015

WilmerHale Named a Leading National Firm in the United States by The Legal 500

The Legal 500 United States has released its annual rankings, selecting WilmerHale as one of the preeminent law firms in the country.

May 19, 2015

WilmerHale Practices, Lawyers Ranked Among Nation’s Best by Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2015 edition, with WilmerHale ranking among the nation's best in 46 practice area categories. Chambers also ranked 86 WilmerHale attorneys as leaders in their respective fields.

April 10, 2015

Tax Time Alert: Key Things to Know About Founders Preferred Stock

An article by John Demeter published to Xconomy on April 10, 2015.

April 2, 2015

Final Section 162(m) Regulations Clarify Transition Rules for Newly Public Companies and the Per Participant Limit Requirement

Following the issuance of proposed regulations in June 2011, the Internal Revenue Service issued final regulations on March 30, 2015 clarifying certain exceptions to the compensation deduction limitation imposed by Section 162(m) of the Internal Revenue Code.

November 4, 2014

U.S. News – Best Lawyers® Release 2015 “Best Law Firms” List, Names WilmerHale International Arbitration “Law Firm of the Year”

The 2015 U.S. News - Best Lawyers® "Best Law Firms" list includes WilmerHale being named a first-tier law firm in 24 national and 62 metro-area rankings. In addition, the firm boasts more than 20 second- and third-tier rankings in several national and metro-area rankings.

October 22, 2014

Progress Software Announces Intent to Acquire Telerik

WilmerHale client Progress Software Corporation announced that it has entered into a definitive agreement to acquire privately held Telerik AD, a leading provider of application development tools.

October 7, 2014

Park Square, EY and WilmerHale Release 15th Annual Tech and Life Sciences Compensation and Entrepreneurship Study

According to an executive compensation study of private businesses released today, non-founder C-suite executives at life sciences and healthcare companies saw their cash compensation increase by 4.2 percent year-over-year, while comparable executives at private technology firms experienced an average increase of 3 percent.


  • Chambers USA: America's Leading Lawyers for Business – Recognized our Massachusetts Tax Practice in 2010-2015, praising our practice as having "a lot of depth and high quality across the board" and offering "strategic, practical advice on solving the matter expeditiously." WilmerHale has been similarly ranked in previous editions of Chambers USA and has individually recognized William Caporizzo, Robert Burke, Roger Ritt and Matt Schnall as leaders in their field.
  • Best Lawyers in America –  Recognized nearly 100 partners, naming nine "Lawyer of the Year" in the 2015 edition of their peer-review publication, which includes the recognition of eight lawyers in our tax practice
  • Best Lawyers in America – Named William C. Benjamin, Richard W. Giuliani, Roger M. Ritt and F. David Lake Jr. as "Best Lawyers" in the area of Tax in 2010 and named Roger M. Ritt "Boston Tax Lawyer of the Year" in 2009
  • U.S. News - Best Lawyers® – In the 2010-2015 "Best Law Firms" rankings, our tax law practice was ranked in the first-tier nationally and in Boston, and in the second-tier in New York
  • Who’s Who Legal – Recognized our tax lawyers as among "the world’s leading tax practitioners”
  • Articles published by members of our tax practice address a wide variety of topics, including Internet taxation, executive compensation, employee benefits, international taxation, and state and local taxation.
  • Our tax partners frequently present at conferences sponsored by leading professional organizations in the field. These include the American Bar Association, Boston Bar Association, CompStudy.com, BIO General Counsels Committee, MassMEDIC, NASDAQ, the National Association of Stock Plan Professionals and the Venture Capital CFO Symposium.