Bloomberg Tax
Nov. 18, 2022, 9:45 AM

Spotlight on California Attorney and Firm Partner Caroline Cao

Rebecca Baker
Rebecca Baker

Our Spotlight series highlights the careers and lives of tax professionals all over the world. This week’s Spotlight is on Caroline Cao, a partner at Lewis Brisbois Bisgaard & Smith, LLP in Sacramento, Calif.

As a transactional attorney, Cao’s job involves helping clients navigate complex tax issues and bring aboard tax experts as needed, especially when dealing with mergers and acquisitions. She has advised a variety of private and public companies on IPOs, strategic partnerships, and joint ventures and an array of clients on real estate investments and divestiture, mixed-use development projects, construction, financing, leasing, and property management.

Outside of work, Cao, a nature lover, says she enjoys hiking and boating with her family, which includes a “lovable” Australian labradoodle.

What’s your official title and what does it mean? Partner. Being a partner of the firm comes with privileges as well as responsibilities. You are not expected only to be a good attorney, but also a team player that brings positive synergy and resources to the firm.

Free time: book, audiobook, or podcast? I love reading a good book during vacations, but on a daily basis, podcasts work best to catch up on topics that I’m interested in.

Tax is a huge subject. What’s your area of special interest? My legal practices in securities, cross-border transactions, and real estate often encounter complex tax related issues. In certain acquisitions, it’s imperative to try to structure the deal as a qualified “reorganization” transaction within the meaning of Section 368(a) of the Internal Revenue Code of 1986 to ensure its tax-free treatment. If the client is a public company, there are even more complicated legal issues. It’s important to obtain a satisfactory tax opinion on the proposed transaction before putting things in motion to avoid any negative legal ramifications or tax consequences. When conducting certain real estate transactions in California, for example, often for investment or family trust planning purposes, you need to consider whether the transaction may be structured in a way that doesn’t trigger revaluation and supplemental assessment for property tax. In other words, you need the right structure and proper documentation to show the transfer of real property ownership is not a reappraisable event under Proposition 13.

What’s the last movie or show that you watched and loved (DVD, Netflix, or in the theater)? “House of the Dragon.” It’s a prequel to “Game of Thrones.” It takes you out of the real world for a moment, and the characters are developed in such a dramatic way with great depth.

What college did you attend and what did you study? Prior to obtaining my LL.M. at the University of Wisconsin Law School, I attended China University of Political Science and Law in Beijing, majoring in international economic law. I also earned my certification in European competition law from Oriel College, University of Oxford in England.

Go to pick-me-up: Coffee or tea? Definitely coffee—lots of it. I blame/credit that to my early days as a young lawyer living in New York City. The delicious and inexpensive coffee served in those famous Greek coffee cups from street-corner coffee carts are the best.

What’s the best tax or financial advice that anyone ever gave you? An early mentor in the tax field once told me, “Before you do a big deal (or any deal really), get the tax issues sorted out first—you will thank me later.” And he was right about that!

If you weren’t working in the tax profession, what would your dream job be? I’ve always found the idea of being a journalist fascinating—to cover international affairs, with the added privilege of getting to travel around the world and meet people with interesting stories.

If you had the opportunity to make one change in the tax world—an extra credit, a disallowed deduction, whatever—what would it be? That’s a rather long list, but for one, it would probably be an update to the mortgage interest deduction. I don’t think the current setup is serving the original legislative goal well, which is to encourage homeownership for Americans.

Favorite food, snack, or candy during tax season or other busy time? Chocolate croissant and/or cheesecake. Am I allowed to have two favorites?

What tax news or move made the most impact on your practice or clients this past year? The passage of the Inflation Reduction Act is going to be a game changer and will have a huge impact not only for domestic companies but also for international organizations. According to Bloomberg, global investments in energy transition topped $750 billion last year, with China in second place. It will really move the needle in terms of how international clients strategize their cross-border investments.

If you received a big tax refund check right now, what would you do with it? Book our next family vacation, likely to somewhere tropical. Some of the most precious memories we’ve had were laughing and relaxing together by the beach.

You can find out more about Cao on LinkedIn.

You can learn more about Cao’s law firm, Lewis Brisbois, on its website.

If you’d like to recommend a tax pro to be featured, send your suggestion to with the subject: Spotlight. Please include the following information: tax professional’s name, title, email address, and geographic area (city/state/country).

To contact the reporter on this story: Rebecca Baker in Washington at

To contact the editor responsible for this story: Kelly Phillips Erb at

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