Rachel L. Partain

Rachel L. Partain

Rachel L. Partain

Partner
Co-Chair, Tax

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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.

  • New York University School of Law, LL.M., 2010
  • University of Chicago Law School, J.D., 2002
  • The University of Texas at Arlington, B.A., 1995
  • New York
  • District of Columbia
  • U.S. Tax Court
  • U.S. Court of Federal Claims
  • U.S. District Court, Southern & Eastern Districts of New York
  • Host, USA 500 Clubs – Nassau, Long Island
  • Member, Exit Planning Exchange (XPX) – Long Island
  • Member, Accountant/Attorney Networking Group (AANG)
  • Member, The New York State Society of CPAs (NYSSCPA)
  • Member, Long Island Capital Alliance
  • Past Chair, Standards of Tax Practice Committee, ABA Section of Taxation