Cheryl Upham


Cozen O'Connor
One Liberty Place
1650 Market Street
Philadelphia, PA 19103

Tel: (215) 665-4193


Cheryl has over 20 years of experience in the area of state and local tax law, including corporate and personal income, net worth/franchise, sales/use, property, payroll, and realty transfer taxes issues. Cheryl has extensive experience before various state and local courts and administrative appeal boards on both audit defense and refund issues, with particular experience dealing with personal income tax issues for high-net worth individuals including, domicile and residency issues and taxation of income from pass-through entities. She is also involved with state and local tax aspects of mergers and acquisitions, including realty transfer tax, bulk sales, and sales and use tax issues, as well as corporate restructurings. She works extensively on issues involving Pennsylvania state and location taxation of charitable organizations.

Cheryl is an active member of the Philadelphia Bar Association’s Tax Section and State and Local Tax Committee (SALT). She is the immediate past chair of the Tax Section and formerly served as both vice chair and secretary of the Tax Section, as well as both chair and secretary of the SALT Committee. Cheryl also sat on the Association’s board of governors in 2019 and 2020.  Cheryl is currently a member of the governing council of the Pennsylvania Bar Association’s Tax Section. She served as an adjunct professor at Villanova University School of Law from 2004 through 2012, teaching state and local taxation in the graduate tax program. She also frequently teaches continuing legal education classes on various state and local taxation subjects.

Cheryl is co-author of “Taxation,” a two-volume treatise on Pennsylvania state and local taxation published by Thompson Reuters as part of Summary of Pennsylvania Jurisprudence 2d, which has been cited in multiple decisions by both the Commonwealth Court of Pennsylvania and the Supreme Court of Pennsylvania. Cheryl has also written many articles on state and local tax topics and regularly collaborates with both the Pennsylvania and Philadelphia Departments of Revenue on topics of interest to tax practitioners and taxpayers.

Cheryl is a fellow of the American Bar Foundation, is listed in Best Lawyers in America, is ranked as a Band 2 tax lawyer by Chambers & Partners USA, was named a Pennsylvania Super Lawyer from 2015 through 2021 and a Pennsylvania “Rising Star” Super Lawyer from 2005 through 2012, and was named a Lawyer on the Fast Track in 2012 by the Legal Intelligencer.

Cheryl earned her undergraduate degree, cum laude, from Villanova University and her J.D. and Master of Laws in Taxation (LL.M.) from Villanova University School of Law.

The Cozen O’Connor tax team has been providing sound advice to clients for decades. We serve public and private companies, joint ventures, real estate interests, high net worth individuals, and exempt organizations. In our federal tax practice, we advise clients on the tax implications of mergers and acquisitions, financings, real estate deals, entity structure, contractual arrangements, cross-border transactions, and other business arrangements. In our state and local tax practice, we provide the full range of transactional counsel and represent clients in tax controversies and litigation. On occasion, the tax team also supports client efforts to reform state and local tax statutes or regulations.

Tax is a key element of Cozen O’Connor’s transactional practice. Our tax group works in close collaboration with colleagues from corporate law, real estate, public and project finance, private client services, health law, labor and employment, and mergers and acquisitions on a full range of business matters. The firm’s culture of cross-disciplinary cooperation benefits clients enormously. Our tax advisors are involved from the start to ensure that every project is structured and carried out to achieve tax efficiency.

Cozen O’Connor’s tax lawyers provide support at inception and throughout the entire life cycle of a deal. For pure transactional lawyers, work is done at closing. But our tax attorneys provide tactical advice for as long as a business decision has tax implications, which can be several years or several decades. Having continuous tax counsel is essential because our attorneys accrue invaluable institutional knowledge over time. They learn the hot-button issues and logic of prior decisions so they can quickly assess how future changes will affect a client’s tax position.

Ranked among the top 100 law firms in the country, Cozen O’Connor has more than 775 attorneys in 29 cities across two continents. We are a full-service firm with nationally recognized practices in litigation, business law, and government relations, and our attorneys have experience operating in all sectors of the economy. Our diverse client list includes global Fortune 500 companies, middle-market firms poised for growth, ambitious startups, and high-profile individuals.

In an industry built on talk, Cozen O’Connor has made its name by doing. We have built our firm one case, one victory at a time. Our attorneys have impeccable academic credentials and are able to combine intellectual rigor with practicality and efficiency. We provide sophisticated, business-minded advice aimed at one simple goal: getting the right result for our clients. No matter how complex, contentious, or critical the undertaking, we persevere until the job is done.

What you’ve built, we can defend. What you envision, we can help construct.

Cheryl Upham is noted for her work on state and local tax matters relating to mergers and acquisitions, sales and corporate restructuring. “Cheryl is the most skilled tax attorney I’ve come across in Philadelphia and always provides clear advice with a deep understanding of the law. Her knowledge, preparation and attention to detail are consistently outstanding.”
Chambers & Partners