
Rachel L. Partain
Partner
Co-Chair, Tax
Rachel L. Partain is a Partner concentrating her practice on complex tax advisory and tax controversy services for low to middle market businesses and high-net worth individuals.
Ms. Partain advises businesses how to structure transactions in a tax-efficient manner and handles general corporate and transactional matters, including:
- Business formation, operating and shareholder agreements, management and consulting agreements.
- Buy sell agreements, purchase agreements, assignments, redemption agreements, and incentive equity issuances to restructure business ownership.
- Sell and buy-side M&A with both private-equity backed and strategic buyers, particularly in the healthcare sector.
- Distributions, F reorganizations, mergers, liquidations, and business divorce.
- Tax advice regarding qualified small business stock (QSBS), passive losses, cancellation of indebtedness, and real estate professional status.
- State and local tax (SALT) issues involving registration, filing and withholding payroll and sales tax; source of income; residency and domicile; and real property transfer taxes.
- Nonprofit formations, applications for tax-exempt status, charities bureau filings, and Board policies and procedures.
- Corporate Transparency Act (CTA) filing obligations relating to beneficial owners.
- Advice and applications to obtain Minority and Women-owned Business (MBE / WBE) status.
She also represents clients during all stages of the federal and state tax dispute process, including audits, appeals, Tax Court litigation, refund claims, and collections. Notable matters include:
- Audits involving bad debt, worthless stock, valuation issues, debt-equity characterization, and Employee Retention Credit (ERC) refund claims.
- Audit and substitute for return (SFR) reconsideration submissions.
- “Eggshell” audits involving potentially criminal or civil fraud.
- Private Letter Ruling (PLR) requests relating to missed check-the-box and Qualified Opportunity Zone (QOZ) elections.
- Tax shelter or reportable transactions involving captive insurance and conservation easements.
- Voluntary disclosures of foreign and domestic noncompliance.
- Installment payment arrangements, offers in compromise, and requests for innocent spouse status.
- Accountants and tax attorneys involved in IRS and state promoter investigations.
Prior to joining the firm, Ms. Partain was a member at a prominent national boutique law firm. She started her career at a large international law firm.
Ms. Partain has been awarded an AV Preeminent® Martindale-Hubbell Peer Review Rating – the highest peer rating standard.
Ms. Partain speaks and writes frequently on tax topics and has been quoted often in numerous national publications. She has authored a book on the tax treatment of payments made in connection with government investigations, and a chapter on refund claims and refund litigation.