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 developed the firm’s new blog, Tax Break Down, and will serve as its chief contributor, sharing insights on a range of tax issues affecting businesses and individuals. 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.

PRACTICE AREAS

• Corporate and M&A
• Emerging Companies and Venture Capital
• Tax
• Trusts & Estates
• Veterinary

EDUCATION

• 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

ADMISSIONS

• 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

PROFESSIONAL AFFILIATIONS AND ACCOMPLISHMENTS

• 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, National Association of Women Lawyers
• Past Chair, Standards of Tax Practice Committee, ABA Section of Taxation
• Member of ProVisors – The Largest Networking Organization for Trusted Advisors
• Member, Estate Planning Council of Long Island
• Member, Alliance of Merger & Acquisition Advisors (AM&AA)
• Member, Figure Eight Dealmakers Roundtable