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.

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