Patricia Ann (Pat) Metzer practices tax law with Vacovec, Mayotte & Singer, LLP, in Boston, Massachusetts. She is a long-serving member of the Tax Section who has served in various leadership positions, including as chair of the Committee on Government Submissions (1993-1995), Council Director (1996-1999), Vice-Chair (Publications) and Editor-in-Chief of The Tax Lawyer (2000-2002). She also served as Associate Tax Legislative Counsel at Treasury at the end of the Ford Administration and into the Carter Administration.
Q: Pat, tell me a little bit about your family.
A: I grew up in a small town in New Jersey most of my life, except when my father spent almost three and a half years working for the U.S. in North Africa and Italy. My dad practiced medicine. My mother was the nurse in the practice. The practice was run out of the house, and my grandmother had been the doctor in the house during the war. She was the first woman doctor in Burlington County, New Jersey and is apparently of some renown these days. She graduated from medical school in 1893. So I would sit around the dinner table and hear these stories about lawyers. And of course I wasn’t going to be a lawyer.
Q: Doctors don’t like lawyers….
A: Well, it was always an issue with doctors and lawyers, not that we didn’t like lawyers. So I went to college and decided I would study international relations because I wanted to be a diplomat. One day I went to the dean’s office, and she said “You know, you really have abilities that would suggest to me that you might be a good lawyer.” And I said, “Lawyer?” (with some surprise). I decided to think about that. Ultimately, I thought maybe I would apply to law school. My friend was dating a law student. And he said, “What? You don’t want to be a lawyer” and then something about women don’t want to be lawyers. So I said, “Well, I’m going to law school so I can become a diplomat. Because getting into the Foreign Service is difficult these days for women. If I have a law degree, it might help.”
The only course I really liked in law school was tax. I fell in love with tax—love at first sight! It was incredible. I had an ineffective tax teacher, but it was my best subject in law school. Then I had Bernie Wolfman when he came back from being a visiting professor, probably at Harvard; he taught corporate tax and estate and gift tax.
Q: What was it about tax that grabbed your interest?
A: I think I liked the analytical approach. I love numbers. I love puzzles. It all fits. I almost changed to the Wharton School when I was in college because I loved business. And there’s a real connection between tax law and business. I took courses in the Wharton School. I took the accounting course with my friend who also wanted to be a lawyer. She and I took the first-year accounting course: we were, I believe, the only ones that got As. First-year Wharton students were struggling through accounting, but I just loved accounting. So I almost thought I should have been an accountant. Instead, I went to law school in Philadelphia. I’d been in undergraduate school in Philadelphia for four years. Naturally, I was going to practice law in Philly. I had a friend there, so I worked in a three-person law firm one summer for a month. They had something called a preceptor system in Pennsylvania: you worked, generally for free, at a firm to get practical experience, before you could pass the Bar there.
Then it came time to apply for a job, so I applied to the usual suspects in downtown Philadelphia. My tax professor said to me, “There’s a law firm coming down from Boston. You should talk to them. Fran Meaney is coming down from Mintz, Levin, Cohn, and Glovsky. You should just talk to them.” So I interviewed them, and they were very welcoming. “Why don’t you come up and meet everybody at the firm.”
Q: You interviewed them?
A: Yes, I suppose that was the way I looked at it. In any event, I flew up to Boston, interviewed, and I was offered a job. I took it. Boston seemed like a nice place—nice, traditional, I liked it. It had a nice feel to it. There was virtually no development then, and they had the strangest accents when I got off the airplane. So I took the job and it was a great firm. I was lawyer number fifteen, I believe. There were three new associates at the time: Kenny Novak, me, and Larry Buxbaum.
I was hired to deal with Bill Glovsky’s desire to get all his retirement plan work off his desk. After that, I was told that I could be a tax lawyer. So I spent my first period there becoming an expert on retirement plans. This was pre-ERISA. I mean, I got to know the law backwards and forwards. I learned it quickly so I could move on to the next areas I was supposed to master: income taxation of estates and trusts, postmortem estate planning—which is absolutely fascinating. I found that really fun, and so I learned that. Then I went on to drafting wills and trusts, and by then I was starting to do tax.
I had several mentors. One of my mentors was Fran Meaney, who said: “You have to make sure you know all areas of the law.” So I was trained to be a corporate lawyer, a real estate lawyer; I did charitable foundation and trust work. I essentially became a tax lawyer, an ERISA lawyer (because eventually in 1974 ERISA was passed), and a general tax practitioner.
I have remained a generalist all my life, probably because I work seven days a week and read all the time. I’ve kept it up. I like being a generalist. In today’s world, though, that’s becoming almost impossible. You don’t have the mentor system in place that supported me. I was literally walked through transactions and learned from the ground up how to do things, which has helped me throughout my career.
Q: You mentioned Fran as one mentor. Are there any other mentors you’d like to note?
A: Haskell Cohn. He was a true gentleman. When I went to the firm, he was active in the American Bar Association Tax Section. He said: “You need to join.” And he would take me with him to Tax Section meetings and introduce me to people. That’s how I became active in the Tax Section. I got to know younger people in the Tax Section, because there were some of us who were younger, and we palled around and got to know each other. It was a great way to get started.
Q: Was there anything formal in terms of committees or organizations for younger attorneys in those days?
A: Not really. I joined the employee benefits committee where I did a lot of work. I also joined COGS, the Committee on Government Submissions, which was absolutely an exciting experience in those days. We would sit, as I recall, all day in a room and edit and discuss comments that were being proposed, quite a different process from what we have today. I think there were all various ages of attorneys around the table. That’s how I got involved with COGS. I ultimately became vice chair of COGS and then I became chair of COGS. And from there, I moved up to be a member of Council for three years. And from there I became vice chair of publications. So it’s been good for me. I’ve developed friendships that I’ve kept throughout my legal career.
Q: You talked about the difficulties of being a generalist, but what’s so great about it? Why be a generalist?
A: One of the enormous benefits of being a generalist is that you can apply what is relevant under Code section A to the interpretation of Code section B. There are many similar tax concepts, but if you don’t know what Code section B says, you don’t know to consider whether it’s relevant to interpreting Code section A. You have to be able to synthesize all of the concepts and say: “Here’s what it should be here.” It’s also knowing how to spot issues. Being a generalist, you know, you don’t necessarily know the tax law for a particular problem that comes across your desk. But what you do know, having been exposed to being a generalist, is how to spot issues. If you only know Code section 355, you’re going to have a problem spotting a section 83 issue. So I find it fascinating. And I like that ability to bounce around and use what I know in one area and apply it in another area.
Q: This idea of the Internal Revenue Code as a coherent statute may be strained at times, but there’s no question that Congress lifts phrases, concepts, and approaches from one part of the Code and applies them in others. And if you don’t know from whence they came, then you don’t know how to apply them. How do you approach a tax problem?
A I was taught that the first thing you do is read the statute. The second thing you do is read the regulations. The third thing you do is look at other things. You might read an article. You certainly want to read relevant cases. But you never start with the article or even the cases. You always start with the tax Code section: you read it carefully. Then you go to the regulations and read them carefully insofar as they’re relevant to your situation. And then you see what other people had to say. My sense is that kind of disciplined approach to tax research may not be as popular as it perhaps should be.
Q: You’re right. I think the reason for that is the time pressure put on staff and associates. People ask associates: “What’s the answer to this question?” And of course the answer to “this question” is not in the Code.
A: The only way you can counter that and find the right answer in some article is: once you think you have the right answer, you have to go back and read the statute. You really have to go back and read the statute, and then see whether the answer that was suggested in the article is in fact the right answer. Of course, if it supports your client, you’re going to make that argument. But it may in fact be relevant to know whether there are any pitfalls, especially in the text of the Code.
Q: Tell us about your government experience.
A: One of the greatest experiences I had was to be Associate Tax Legislative Counsel for about two and a half years, at the end of the Ford Administration and into the Carter Administration. I worked with Larry Woodworth after the Ford Administration left office. The people I met at the Tax Section helped me meet people that made me think about whether this might be something I could do. I was originally asked whether I’d be interested in doing benefits work at the office of Tax Legislative Counsel.
I ended up being a generalist again. I did a lot of different things: reviewed rulings, worked on legislation, spent a lot of time up at the Hill drafting. I had enormous fun sitting through drafting sessions up at the Hill with the Joint Committee. I remember one session—it was, I think, on the Senate side—where we were drafting with the staff a provision that was enacted in the Code. I can still say, “There’s a section I remember working on.” So it was great. Ward Hussey was the House draftsman at that point. Ward Hussey was a draftsman par excellence. He had that same generalist ability we talked about before: because he knew what he had done on one Code section, he could pull it over and make it relevant to the current Code section that was being drafted. We’d sit around in these drafting sessions and comment. The Treasury, the IRS, the people on the Hill participated. It was a working relationship. Everybody pulled together to get this legislation through.
Q: So you recommend the experience of working for Treasury?
A: It was extraordinary, it was absolutely extraordinary.
Q: With that perspective, do you want to hazard any guesses about how easy or difficult tax reform might be today?
A: I would not hazard any guess. I read what people read in the newspaper like everybody else reads. I have not been in the Washington environment for years. But my impression is that the collegiality that was there when I was there probably is not the same. But I don’t know. Who knows what will happen? ■