Law360, Law360 MVP Awards Go To Top Attorneys From 74 Firms:
The attorneys chosen as Law360's 2024 MVPs have distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.
Tax
Tijana J. Dvornic • Wachtell
Wachtell Lipton Rosen & Katz's Tijana J. Dvornic led the firm's tax team in representing Lumen Technologies in the largest liability management transaction outside of bankruptcy protections, including addressing over $15 billion of existing debt, earning her a spot as one of the 2024 Law360 Tax MVPs.
Her biggest accomplishment this year:
Dvornic played a pivotal role in representing Lumen in a liability management transaction that involved restructuring the company's debt and raising over $1.325 billion in new money financing, according to the firm, which noted it was the largest out-of-court transaction of its kind ever completed.
Because the transaction did not have the extra layer of bankruptcy protection, it was "very sensitive" regarding the need to monitor the transaction every step of the way to ensure it would not trigger significant tax liabilities, according to Dvornic. The firm's tax group was "in the trenches" negotiating with different groups of lenders, she said.
"It was really challenging on the technical analysis on the tax side, but also staying ahead of the process, being timely and dealing with all these different counterparties," Dvornic said. "I'm very proud of how the firm has handled that."
Why she's a tax attorney:
For Dvornic, a "self-confessed tax nerd," practicing tax in the transactional space is the perfect combination of solving problems and working in a collaborative environment to find solutions for both sides.
"If it doesn't work for both sides, the deal doesn't happen," Dvornic said.
Dvornic added that these transactions aren't just about getting the deal done but about applying the underlying knowledge — including from cases and regulations — to figure out how to approach these transactions.
"Tax, to me, is this very unique area where you become very knowledgeable in the law and current developments in the law, and then you get to take that knowledge and apply it to practical situations to make something happen," she said. "I just find that to be incredibly exciting."
Charles Hodges • Jones Day
Chuck Hodges, a tax partner with Jones Day, led a gravel company to victory in May at the U.S. Tax Court in a case regarding an $11.1 million sale of a freeway pit, helping him earn a spot as one of the 2024 Law360 Tax MVPs.
His biggest accomplishment:
Hodges told Law360 securing Parkway Gravel Inc.'s win over the IRS is his biggest accomplishment of the past year. …
What motivates him:
Hodges said he sees himself as a born advocate, and that what gets him out of bed each day is clients calling him their champion so that he can show that tax laws should respect what they're doing "on a day-to-day business basis." Litigation is the last opportunity taxpayers have for that, he said.
Litigating tax cases requires loving trial work — and he does, Hodges said.
"You have to love trial work, versus simply saying, 'I love tax law,'" he said.
Trial work is "like chess," and that's why he loves it, Hodges said. Success requires knowing what the opponent's pieces mean and where they can go just as much as knowing his own pieces and his own case, he said.
Other notable cases and activities: …
Hodges … teaches civil tax procedure at the University of Florida's Levin College of Law's graduate tax program. On top of that, he's a co-founder of Filing for Freedom, a nonprofit organization that he said started by bringing tax lawyers and CPAs to Dobbins Air Reserve Base in Georgia to prepare tax returns for military families.
"It's been the most impactful thing I've actually ever done," Hodges said.
Rachel D. Kleinberg • Sidley
Rachel D. Kleinberg, a co-leader of the global tax practice at Sidley Austin, headed up a tax team to represent investors in a consortium that led to the $6.05 billion sale of the NFL's Washington Commanders, earning her a spot as one of the 2024 Law360 Tax MVPs.
Her biggest accomplishments this year:
Kleinberg's tax leadership was part of a deal that resulted in the highest price ever paid for a North American professional sports franchise: the purchase and the sale of the Washington Commanders, a transaction between buyer Josh Harris — an investor and businessman— and Daniel Snyder and family— the team's former owner.
Kleinberg has worked before in various capacities with sports lawyers at Sidley Austin, a part of the practice she has always enjoyed, she said. But the size and scope of the Commanders deal stands out.
"It's a deal that people care about, and that's always really fun," Kleinberg said of sports deals. "But putting all that aside, there are a lot of challenges associated with these deals. They tend to be consortium, and there's a lot of negotiation over what rights your clients have to give them the best possible tax position."
Regarding the Commanders deal specifically, Kleinberg said an additional challenge was navigating NFL rules.
"There's a pretty strict set of rules — you can only have a single owner controlling something. And so when the people you are representing are minority holders in a team, it's the push-pull of what kind of rights can I negotiate from the tax side and still be within those NFL rules," Kleinberg said. "It's something I really enjoy, totally aside from the name recognition of the transaction." …
Brian Krause • Paul Weiss
Brian Krause of Paul Weiss Rifkind Wharton & Garrison's tax practice designed a novel tax approach for the merger of World Wrestling Entertainment and Ultimate Fighting Championship, raced to create a tax-free deal in the final days of a Texas "wildcatter" hoping to sell his oil company, and advised Chevron in its $60 billion acquisition of Hess Corp., earning him a spot as one of the 2024 Law360 Tax MVPs.
His biggest accomplishment:
Krause said his biggest accomplishment — and the one that most impresses his kids — was advising WWE on its merger with Endeavor Group's UFC.
The merger "was an incredibly complex and high profile deal," in which tax concerns were central, Krause said.
Endeavor, a holding company that owns many different businesses, wanted to keep its tax-favorable "Up-C" ownership structure through the merger. But because Endeavor was only merging one of its companies, UFC, with WWE, Krause first had to convert WWE into an Up-C entity that could then be integrated into Endeavor.
WWE then created a new holding company, TKO, and contributed its assets to Endeavor's privately held UFC holding company. The move created a joint venture between Endeavor and TKO that holds both WWE and UFC operations.
Krause called it "a double Up-C" and said he doesn't know of any others quite like it. …
Why he chose tax law:
Tax is in his blood, Krause said. He's a fourth-generation tax professional and the first to pursue law. His father, grandfather and great-grandfather were all certified public accountants. He keeps a family accounting textbook from the 1930s.
Krause took tax as an elective during his first year in law school — a choice that made his peers balk.
"My friends thought I was really out of my mind for doing that, because year one at law school is hard enough without taking what many people view as the hardest elective at the same time."
It turned out to be his favorite class and "changed the trajectory of my entire legal career," he said. Working at a low-income taxpayer clinic "just validated that this was the area for me," he said.
He loves that tax combines all the skills you need to be a lawyer, including statutory interpretation and case law, in a transactional context.
"I'm not just learning the law and applying the law, but I'm negotiating real transactions, drafting contracts and negotiating contractual provision, too," Krause said. "I also view tax law as a puzzle, almost like a Rubik's cube," he said, adding that, like the cube, you have to solve all sides. "It's multidimensional," Krause said.
Eric Wang • Sullivan & Cromwell
Sullivan & Cromwell's S. Eric Wang advised clients on the tax law implications of major deals over the past year, including a transaction that created the largest gas utility company in North America, earning him a spot as one of the 2024 Law360 2024 Tax MVPs.
On his biggest deal:
Wang was a part of the firm's team that helped Canada-based utility company Enbridge acquire three entities owned by Dominion Energy for roughly $14 billion to create the largest North American gas utility franchise. The deal was announced in September 2023.
Calgary, Alberta-based Enbridge said in a statement then that it would take over The East Ohio Gas Co., Questar Gas Co. and Public Service Co. of North Carolina Inc. for $9.4 billion in cash plus $4.6 billion in assumed debt. Once the transactions close, Enbridge said it will add gas utility operations in Ohio, North Carolina, Utah, Idaho and Wyoming.
Wang said that the Enbridge deal was likely the largest transaction he worked on over the past year in terms of economics.
"It was a fairly lengthy negotiation, and there's quite a bit of tax involved," Wang said.
On his most challenging work:
Wang was also instrumental in guiding the mining firm BHP Brazil through a debt restructuring totaling $4.8 billion related to its interest in Samarco Mineração, a Brazilian mining company involved in a lengthy dispute over a dam failure in 2015. …
Advice for younger attorneys:
Wang said that, for young attorneys considering practicing tax law, it's important to understand the broader economic or business factors when it comes to determining a solution to a particular tax-related issue.
"One of the things that you have to do in order to do your job as a tax lawyer properly, but frankly I think it also makes for a more fulfilling practice, is to really understand the economics of the transaction, to really understand what all the pressure points are," Wang said.
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