Willa Kalaidjian learned during her first week on the job as general counsel of tax preparation tools provider Drake Software in August 2022 that Cinven, the private equity firm that owned Drake, was also buying Dallas-based digital tax filing platform TaxAct and that it planned to merge the two businesses.
Cinven closed on its $720 million acquisition of TaxAct, which had previously been known as Blucora, in December.
After leading Drake’s side of the acquisition, corporate officials gave Kalaidjian a new assignment: Join the leadership team in developing a new name for the combined businesses — Taxwell — and lead the integration of the departments covering legal, compliance, procurement and legislative affairs.
During one of the newly combined legal department meetings, Kalaidjian met TaxAct senior counsel Nicola Hobeiche, whose practice focused on marketing and privacy. But Kalaidjian quickly identified Hobeiche’s talent and significantly expanded her role to “touch nearly every aspect of the business.”
The duo immediately addressed a potentially devastating threat to the company: a series of class action lawsuits filed in California, Illinois and Pennsylvania — each seeking tens of millions of dollars — and separate charges brought by multiple state attorneys general related to the allegations of improper use of personal and financial information by a third-party vendor for TaxAct.
“This complex litigation added significant challenges to the acquisition and integration process,” Kalaidjian told The Texas Lawbook. “Successfully managing these claims required close collaboration with internal stakeholders across multiple functions and a focused effort by my team to work hand-in-hand with outside counsel. By dedicating substantial time and resources, we were able to effectively resolve these matters, mitigating risks and facilitating a smoother integration for the companies.”
Kalaidjian, Hobeiche and the legal team “streamlined how the litigation was managed by consolidating requests from outside counsel” and thus “minimized disruptions” to the other Taxwell teams who were operating the businesses during the heavy tax season. Nearly all the litigation has now been resolved.
“Throughout, it has always been our goal to avoid protracted litigation and minimize disruptions to our business and customers. Our team was closely involved with our outside counsel helping drive strategy, coordinate between the business and legal needs, and provide a holistic overview of decisions impacting the business and its customers,” Kalaidjian said. “This allowed business leaders to remain focused on their primary responsibilities and continue to look forward and plan effectively for the upcoming tax seasons.”
Premium Subscriber Q&A: Willa Kalaidjian and Nicola Hobeiche discuss the traits they seek in outside counsel, what outside counsel need to know when working with them and more.
“The tax industry is particularly fast paced in the sense that the tax code is complex and laws are ever-changing. Keeping up with these changes while also providing a seamless customer experience keeps us on our toes,” she said.
Citing these extraordinary achievements, the Association of Corporate Counsel’s DFW Chapter and The Lawbook have named Taxwell as one of two finalists for the 2024 DFW Corporate Counsel Award for Corporate Legal Department of the Year.
ACC-DFW and The Lawbook will honor the award finalists and announce the winners at the annual DFW Corporate Counsel Awards ceremony Jan. 30 at the George Bush Institute.
“[Kalaidjian and Hobeiche] have consistently demonstrated exceptional resilience, strategic foresight and a commitment to excellence,” said BakerHostetler partner Shawn Cleveland, who nominated them for the award. “They are not just a legal team. They are a vital, accessible partner to the business, skillfully navigating complex challenges while advancing Taxwell’s mission. This merger introduced numerous complexities, from integrating two distinct cultures to aligning policies and operational frameworks, all while maintaining a high standard of compliance and embracing new innovation.”
“Their ability to balance complex legal responsibilities with business objectives underscores why they are deserving of recognition as Corporate Legal Department of the Year,” Cleveland said.
Taxwell is unique in that the company is based in Dallas but all members of the legal team of five attorneys and a paralegal work remotely. Kalaidjian still lives and works in Chattanooga, Tenn., which is a two-hour drive from Drake’s headquarters in Western North Carolina. Hobeiche is based in Dallas. Taxwell senior corporate counsel Dwane Bryant is based in Greenville, S.C. Daniel Vazquez, Taxwell’s corporate counsel over contract management, lives in Charlotte, N.C. Dianah Brown, a contract attorney, lives in Grand Junction, Colo. And paralegal extraordinaire Brenda Burrell lives near Franklin, N.C.
In addition to the high-stakes litigation and the integration efforts, the Taxwell legal team has overseen more than 450 contracts and agreements with outside vendors who play a critical role in supporting Taxwell’s operations. These include agreements related to the company’s contract management platform, cybersecurity monitoring, technology infrastructure, data hosting and analytics and marketing initiatives.
“Together with our procurement director, the legal team reviewed each of these contracts, many of which include unique and complex considerations related to IRS regulations and other applicable privacy and data protection laws,” Kalaidjian said.
Haynes Boone partner Tiffany Ferris said that Kalaidjian and Hobeiche have “successfully blended and built a legal team after a series of corporate acquisitions and spin-offs.”
“They did so while navigating a regulatory environment rife with scrutiny and often in the public eye. This is no small feat and is truly an amazing professional success,” Ferris said. “Willa and Nicola aren’t just ‘the legal team.’ They’re not that group that the business dreads calling because they put kiboshes on things and tie up business endeavors in what feels like a never-ending review process.
“They are trusted business partners. They are called in early and often to issue spot and navigate situations around the company — whether that be new product launches, advertising partnerships, intellectual property endeavors and more,” Ferris said. “They have cultivated a teamwork mentality within their own department.”
Ferris points out that Kalaidjian and Hobeiche were both competitive swimmers growing up.
“It’s no secret that athletics can shape us, and I think their time in the pool is still reflected in these women today,” she said. “They are both incredibly busy women with demanding careers who also balance personal passions and motherhood with a grace I can only hope to emulate.”
Kalaidjian went to high school in Metro Atlanta and then college at Columbia University. She earned a master’s degree in secondary education with a focus on mathematics from Pace University and then taught high school math in the New York City public schools in Brooklyn for three years through the NYC Teaching Fellows program, which recruits recent college grads and career changers to teach in high-need subject areas such as math and special education.
“It was a challenging and transformative experience that absolutely shaped who I am today and made me a better lawyer and business leader,” Kalaidjian said. “A few days before starting, I was told that I would also be teaching a business elective class. At 22, my only ‘business’ experience was a summer side hustle as a private swim instructor to kids back home in Atlanta. But I dove headfirst into the new role, leaning on fellow new teachers — many of whom became lifelong friends — for lesson planning ideas and support. I also introduced my students to the Stock Market Game, which was a fun way to connect real world skills to the business and investment concepts we were learning in the classroom.”
“I am naturally more introverted, and teaching built up my confidence in public speaking,” she said. “Teaching was surprisingly physically demanding, and I had to be creative and energetic to capture the attention of over 100 students on a daily basis. Working with teens also instilled a lot of patience, which has continued to serve me well in the practice of law, particularly with demanding clients or in high-pressure situations. While many attorneys joke about avoiding math in favor of law school, I’ve been pleasantly surprised along the way to find my math skills have not gone to waste.”
“Those years in the classroom taught me how to connect with people, think on my feet and approach problems with creativity,” she said. “The skills I developed teaching — like patience, communication, the ability to break down complex problems into their simpler parts — all continue to serve me in my legal practice.”
In 2007, Kalaidjian put down the chalk and stepped away from the blackboard to earn her law degree from Emory University.
Law school appealed to her because she thought it “would provide flexibility in shaping my eventual career path.”
“While there is some truth to that, and I did explore a variety of areas in school, I followed a more traditional path by joining a law firm and building my career there,” Kalaidjian said. “Transitioning in-house and leading a talented team has been a dream come true. It’s given me the opportunity to engage deeply with all facets of our business — from marketing and employment law to government relations and compliance — while fostering and being part of a collaborative and impactful team culture.”
Kalaidjian joined the prominent Chattanooga corporate law firm Chambliss, Bahner & Stophel in 2010, where she had a business transactional practiced for a dozen years and became a shareholder.
“The leadership and stability [Kalaidjian] has provided during acquisitions and melding of companies’ legal teams is admirable,” said Kelly Hart partner Cheryl Leb. “Taxwell has seen many changes in the last couple of years, yet Willa has brought together a talented team of attorneys who work together as if they have been doing so for years.”
“Right off the bat, you can tell that Willa is smart and has a wide range of knowledge,” Leb said. “Instead of deferring on a project or issue, she asks questions, learns about the issue, but then is confident enough to rely on your expertise to handle it. She really makes outside counsel feel like they are a part of the company’s legal team. Willa is one of those people you immediately like.”
“Plus, she’s a dog person, which says it all.”
Hobeiche was born in Dallas. Her Lebanese father worked for Mobil Oil as a civil environmental engineer. Her mother, who is German, worked as a schoolteacher, interior designer, art gallery owner, CEO of a razor company and eventually a family law mediator. Because of her father’s job, the family lived in several exotic locales, including Saudi Arabia, Holland and Indonesia.
Hobeiche went to college at Southern Methodist University, where she received a degree in mathematics and psychology. In 2002, she earned her law degree, also from SMU.
“I decided that I wanted to be a lawyer after realizing that being an actuary was probably not a good fit for an extrovert personality,” she told The Lawbook in a 2018 interview. “I love being around people.”
Then-Dallas City Attorney Madeleine Johnson hired Hobeiche in 2003 as an assistant city attorney, where she tried more than 40 cases in the state and federal courts. In 2006, Hobeiche went to work at Dallas-based financial service company Orix Corp., where she was an assistant general counsel over litigation for 13 years. In 2021, she joined TaxAct.
“For Nicola, I think her biggest success is the continuity and guidance she brought when Taxwell acquired TaxAct,” Leb said. “Nicola not only helped transition TaxAct to the company but was able to successfully integrate personally into a new legal team. To me, this shows how competent, likeable and adaptable Nicola is as a person and attorney.”
Hobeiche said she first met Kalaidjian shortly after the acquisition when Kalaidjian came to visit over a cup of coffee.
“I immediately recognized the ease in which Willa presents herself and the attention to detail she has in everything she touches,” she said. “I was hopeful and excited to remain and continue to be a part of the legal team to help with the post-acquisition integration process, which is something I enjoy and have extensive experience in doing. It’s been fantastic working for and with her. I’m grateful we found each other.”
And the combined work of the Taxwell legal team played a critical role in merging the infrastructures, legal frameworks and policies of Drake and TaxAct. In fact, Cleveland, in his nomination of the Taxwell team for the award, pointed out that Kalaidjian “had a creative hand in naming the parent company, Taxwell, designing the parent company logo, as well as acquiring the taxwell.com domain from a foreign domain holder.
“The team was instrumental in guiding TaxAct through a complex, nine-month post-closing transition services period in which multiple systems and critical vendors required TaxAct’s separation from its former parent company, Blucora/Avantax,” Cleveland wrote in his nomination submission. “Throughout this post-acquisition work, the legal team’s commitment was to establish a cohesive approach that aligned with Taxwell’s broader goals while respecting and protecting the unique elements of each brand.”
The legal team also worked with the leaders of human resources to implement new HR policies and procedures, including a new employee handbook, a code of conduct, a corrective action policy, an employee privacy notice, a severance plan, an ESG policy and a travel and expense policy.
“My experience with TaxAct’s business before the merger positioned me to play a key role in navigating the complexities of integrating policies, processes and cultures post-merger,” Hobeiche said. “Additionally, I recognized the challenges that arise with personnel changes during acquisitions, including the risk of losing valuable institutional knowledge. I actively worked to document and preserve critical processes, insights and historical knowledge for TaxAct to help ensure continuity and support for the combined businesses.”
Kalaidjian said that the entire legal team focused on aligning the legal frameworks, policies and operational structures of two distinct companies, while also “maintaining their unique brands and corporate identities.”
“Throughout, we’ve sought to identify and incorporate the strengths of each company in areas beyond just legal, and leverage those for the benefit of the entire organization,” she said. “In the last year, I also collaborated with our executive and senior leadership to develop Taxwell’s company values, which reflect and inform the culture of our newly combined organization. Another focus has been to combine and integrate our compliance and privacy programs, incorporating the strengths of each company while creating a unified, scalable framework. As legal advisors, we have unique insight into all areas of the business, which helps us navigate change, manage expectations, and anticipate and resolve potential pitfalls.”
BakerHostetler partner Craig Carpenter said the Taxwell legal team, led by Kalaidjian and Hobeiche “exemplify selflessness by prioritizing Taxwell’s interests above personal and professional accolades.”
“For a team consisting of multiple former GCs at other businesses, the Taxwell attorneys do not concern themselves with titles or hierarchy and instead work collaboratively as a team, relying on each member to bring their ideas, skills and expertise,” Carpenter said. “Their leadership style is rooted in integrity and transparency, promoting a culture where trust and mutual respect thrive — and one where leaders, like Willa and Nicola, are not ‘above’ doing any work necessary to help the business and not afraid to roll up their sleeves and do the sometimes hard, thankless work. They also are relentless learners and very forward thinking with their approach to the law.”
“Willa and Nicola are two of the most gracious and appreciative in-house counsel that I have ever worked with,” he said. “It is truly remarkable for a team of superstar lawyers to be so humble, appreciative, and willing to give back.”
Carpenter points out that Hobeiche is a “sports agent” for her kid’s high school volleyball career by producing and editing recruiting videos and traveling around the country for tournaments and college visits. And he calls Kalaidjian a “modern day Renaissance woman” who obtained a visual arts degree from Columbia and recently officiated her brother’s wedding.
Hobeiche also showcases her personality and humor in a biweekly podcast called “Counsel Brew” which she does with her friend and fellow lawyer, Shereen El Domeiri.
The duo previously worked together for four different employers, including the City of Dallas and Orix.
“We found ourselves where we weren’t working together in some capacity at the end of 2023. Shereen turned to me one day and said we should do a podcast and then enticed me further with the promise of a microphone,” Hobeiche said. “I’m a sucker for microphones, so it was an easy yes for me.”
Hobeiche and El Domeiri record new episodes every two weeks.
“Twenty-two episodes later, we are having a blast, sharing incredible stories and journeys to badassery and talking about people’s favorite brews,” Hobeiche said. “As far as success goes, we continue to grow organically and steadily. But more importantly, we find so much joy in what we are creating. People are excited to come and share their journeys. We hope that the podcast brings some levity and laughter to our listeners and makes them feel like they are sitting right there with us as we talk to our guest.”
Kalaidjian said she has added Counsel Brew to her “regular podcast rotation when I’m walking my dog or working out.”
“The guest interviews and career stories are always insightful, inspiring and relatable, and Nicola and Shereen’s authentic, friendly banter invites you into the conversation,” Kalaidjian said. “Coffee, candid stories, and badassery — what’s not to love.”
FUN FACTS: Willa Kalaidjian
- Favorite book: I am usually reading four or five books on my Kindle at any time, fiction and nonfiction. I love Sally Rooney and Jane Austen. I also really enjoyed John Green’s personal essays and human reflection in The Anthropocene Reviewed.
- Favorite music group: I listen to a bit of everything but tend to lean toward indie and folk — current playlists include Noah Kahan, Taylor Swift, Belle and Sebastian and Mitski.
- Favorite movie: I tend to binge-watch TV series over movies — favorites include Detectorists, Call My Agent and Catastrophe.
- Favorite restaurant: Sachet is a Dallas favorite. I like their salads and seafood. My best dining experience was at Aska in Brooklyn. I also appreciate meals at home — my 13-year-old daughter likes to say that we have a private chef in my husband’s cooking.
- Favorite beverage: My morning coffee.
- Favorite vacation: My husband and I traveled to Norway a few years ago. We were completely taken with its natural beauty and hiked many trails. Any trip where I can get outside into nature is my favorite. Last summer we spent a couple weeks in Yellowstone and the Tetons and had an amazing time with family, experiencing a snowstorm and swimming in glacial lakes on the same trip.
- Hero in life: My mom. She was an elementary media specialist and children’s lit professor. She fostered my love of books and reading, and in a funny way she is the reason I went to law school. She is my best friend and sounding board and always offers unwavering support.
FUN FACTS: Nicola Hobeiche
- Favorite book: I love The Stand by Stephen King. It beats all other books by far. I like the story of the people’s journeys as they run in parallel with each other, and it keeps the reader on the edge of their seat wanting more. I also love vampire books by Anne Rice, which I discovered during law school. But I had to stop reading them because I got so wrapped up in them I kept skipping con law — true story.
- Favorite band: The Killers.
- Favorite movie: Back to the Future. I love all three of them. They should make three more.
- Favorite restaurant: House of Nanking in San Francisco — eggplant in chili sauce.
- Favorite beverage: Um, coffee. Of course. Specifically, a dirty chai or plain latte.
- Favorite vacation: My husband and I took our daughters up to Boston when they were younger. We booked a hotel the first night of our trip, rented a minivan and then winged the rest of the trip by driving up to Portland, Maine, and back down to Rhode Island. It was awesome. Our girls fell in love with the lighthouses in Portland, so we ended up staying an extra two days to just explore lighthouses before continuing on. If we had had everything planned out, we would have missed that discovery with them. Admittedly, we did have one night where we couldn’t find a hotel and came close to sleeping in the minivan but managed to find a hotel in Providence and made our way there. We loved it so much at that hotel that had small robes for our girls and a plush lobster waiting for them that we stayed there a few nights and just made Providence our base as we ventured to different states during the day.
- Hero in life: My grandmother is my heroine. She’s no longer alive, but she instilled so much in me growing up and into my adulthood. She was cool under pressure, wise beyond words, kind, strategic and made me feel like I was the center of her world when I was with her. Best advice she gave me that I still use often in my life today is, “It’s better to leave when you will still be missed.” I even shared this today during a presentation I gave to the Johnson County bar.