Rachel L. Partain is a Member of Caplin & Drysdale, where her practice focuses on representing high-net-worth individuals (HNWIs), corporations, and TEFRA and other partnerships in complex federal and state tax controversy and litigation matters.
Services
In the tax controversy arena, Ms. Partain provides skilled counsel to clients involved in examinations, appeals, tax and bankruptcy litigation, collections, compliance reviews, and internal investigations. Moreover, she partners with clients to develop policies and procedures that help reduce their risks and enhance their business operations.
Ms. Partain routinely appears before the Internal Revenue Service, the Department of Justice, and other government regulators to advocate for her clients' best interests. Notable representations include:
- handling Appeals and Tax Court proceedings involving Schedule C deductions and the civil fraud penalty;
- terminating a New York state franchise tax audit relating to whether a corporation was "doing business" in the state; and
- resolving a tax-exempt bond examination with no changes.
Prior results do not guarantee a similar outcome.
Ms. Partain also:
- defends companies and individuals in IRS and state promoter investigations;
- represents captive insurance arrangements involving income tax and federal excise tax (FET) issues;
- advises clients with uncertain tax positions and related privilege issues; and
- counsels HNWIs involved in voluntary disclosures, including for unreported foreign accounts and unfiled FBAR forms in connection with the IRS's OVDI, OVDP, and corresponding state programs.
Clients further benefit from Ms. Partain's substantial experience in advising businesses and HNWIs on how to structure transactions in a tax-efficient manner. Representations include:
- counseling clients on debt equity characterization, tax treatment of settlement payments, debt modification, cancellation of indebtedness, income tax accounting, Section 382 limitations, and treaty issues; and
- advising on matters relating to reorganizations, distributions, and inbound and outbound transactions.
Highlights
In 2012, Ms. Partain was awarded the Nolan Fellowship by the American Bar Association's Section of Taxation. The award honors a select group of outstanding young tax lawyers from across the nation who have shown significant contribution, service, and leadership. Ms. Partain is also distinguished with a Martindale-Hubbell® AV® Preeminent™ rating and was recognized by Super Lawyers as a "Rising Star" in 2013-2014.
She is currently the Chair of the ABA Tax Section's Standards of Tax Practice Committee, where she educates practitioners on ethical standards and the requirements of Circular 230. Ms. Partain is also Associate Editor for the ABA Tax Times.
An active participant in pro bono activities, Ms. Partain handles pro bono matters in Tax Court through the New York Calendar Call Program, the New York University School of Law Tax Clinic, and the Duke University School of Law Low-Income Taxpayer Clinic.
Speaking Engagements
- Presenter, Microcaptive Update, American Bar Association, Section of Taxation, Administrative Practice Committee, April 22, 2020
- Partnership Representatives: IRS Regulations Under Section 6223 and Challenges for Pass-Through Entities, Strafford Publications, February 13, 2020
- Chair, Standards of Tax Practice, 2019 ABA Section of Taxation May Meeting, May 10, 2019
- Speaker, Wayfair, You've Got Just What I Need: But Will Fashion Be the Same?, Lawline.com, January 31, 2019
- Speaker, Partnership Representatives: New IRS Final Regulations Under Section 6223 and Challenges for Pass-Through Entities, Strafford Publications, January 30, 2019
- Chair, Standards of Tax Practice, ABA Section of Taxation, 2019 ABA Midyear Meeting, January 18, 2019
- Speaker, Impact of the Supreme Court Wayfair Decision on Online Sales Tax, Caplin & Drysdale / Sedhom Law Group, November 7, 2018
- Chair, Standards of Tax Practice, 2018 ABA Section of Taxation May Meeting, October 5, 2018
- Panelist, Planning for Litigation in the Captive Insurance Area, American Bar Association, 2018 Fall Tax Meeting, October 4, 2018
- Moderator, Captive Insurance: What Works and What Doesn't, 10th Annual Tax Controversy Forum, NYU School of Professional Studies, June 21, 2018
- Chair, Standards of Tax Practice (Ethics), 2018 ABA Section of Taxation May Meeting, May 11, 2018
- Speaker, Captives and Pooling after Avrahami, American Bar Association Section of Taxation, February 14, 2018
- Panelist, Recent Updates Regarding Attorney Solicitation and Advertising, American Bar Association Section of Taxation 2018 Midyear Meeting, February 9, 2018
- Chair, Standards of Tax Practice (Ethics), American Bar Association Section of Taxation 2018 Midyear Meeting, February 9, 2018
- Panelist, Captive Insurance Companies After Avrahami: What Happens Next?, American Bar Association Section of Taxation 2018 Midyear Meeting, February 9, 2018
- Speaker, Ethical Issues Involving Deceased, Incompetent, and Unavailable Clients, 65th Annual Taxation Conference, The University of Texas School of Law (Austin), December 13, 2017
- Chair, Standards of Tax Practice (Ethics), American Bar Association Section of Taxation 2017 Joint Fall CLE Meeting, September 15, 2017
- Micro-Captive Transactions: What's Next and How Can You Prepare, AICPA, August 24, 2017
- Moderator, Captive Insurance: The Good, The Bad, and The Ugly, 9th Annual Tax Controversy Forum, NYU School of Professional Studies, June 15, 2017
- Panelist, Ethical Issues in Representing Tax Professionals, American Bar Association, Section of Taxation, 2017 May Meeting, May 12, 2017
- Presenter, Resurgence of Reportable Transactions, American Bar Association, Section of Taxation, Administrative Practice Committee, March 15, 2017
- Speaker, Captive Insurance: New IRS Tax Reporting Regime, AICPA, December 19, 2016
- Speaker, Captive Insurance: New IRS Tax Reporting Regime Potential for Penalties and Examinations, Bloomberg BNA, December 9, 2016
- Speaker, Small Captive Insurers and the New IRS Reporting Regime, Long Island Tax Professionals Symposium, The National Conference CPA Practitioners, November 18, 2016
- Speaker, Small Captive Insurers and the New IRS Reporting Regime, Long Island Tax Professionals Symposium, November 17, 2016
- Speaker, The New Partnership Audit Regime: the Good, the Bad, and the Unknown, The Bloomberg BNA U.S. Income Tax Advisory Board, October 20, 2016
- Panelist, Litigating the Characterization of a Debt Instrument Under Current Case Law and the Proposed 385 Regulations, American Bar Association, 2016 Joint Fall Meeting, September 30, 2016
- Panelist, Ethical Obligations in Representing Deceased, Incompetent and Unavailable Clients, American Bar Association, 2016 Joint Fall Meeting, September 30, 2016
- Panelist, Tax Attributes of Consumer Debt, American Bar Association, 2016 Joint Fall Meeting, September 30, 2016
- Speaker, Ethical Issues Arising in the Context of International Tax Planning, ABA Tax Section, January 29, 2016
- Speaker, New Tax Laws Relating to IRS Examination of and Tax Collection from Partnerships, Bloomberg BNA, January 26, 2016
- Panelist, Social Media: Ethics in the Internet Age, American Bar Association, 2015 Joint Fall CLE Meeting, September 17, 2015
- Moderator, Session 9B: Ethics, Federal Bar Association, 27th Annual Insurance Tax Seminar, May 29, 2015
- Panelist, Ethical and Standards Issues Arising in the Context of a State and Local Taxes Practice, American Bar Association, 2015 May Meeting, May 8, 2015
- Panelist, Ensuring Ethical Client Solicitations, American Bar Association, 2015 May Meeting, May 8, 2015
- Moderator, International Discovery: Handling the Complexities of Cross-Border Disputes, New York County Lawyer Association (NYCLA), CLE Course, February 10, 2015
- Moderator, Special Issues for Tax Practitioners Representing Partnerships, Tax Matters Partners or Partners in Partnerships (and Other Pass-Through Entities): Ensuring Compliance with Circular 230 and Other Practice Rules, American Bar Association, 2015 Midyear Meeting, January 30, 2015
- Speaker, Evolving Scope of Circular 230, American Bar Association, Tax Administrative Practice Committee Subcommittee on IRS Liaison Acitvities, Monthly Conference Call Meeting, October 15, 2014
- Moderator, Ethical Issus in Federal Tax Practice - The Government Perspective, American Bar Association, 2014 Joint Fall CLE Meeting, September 20, 2014
- Panelist, The Fallout from Loving: How Broad an Impact on Circular 230?, American Bar Association, Ethics and Professionalism CLE, July 16, 2014
- Panelist, Hot Topics in Captive Insurance and Risk Pooling Arrangements, May 28, 2014
- Moderator, Ethical Issues in Federal Tax Practice – The Government Perspective, American Bar Association, 2014 May Meeting, May 9, 2014
- Panelist, The Fallout from Loving: How Broad an Impact on Circular 230?, American Bar Association, May 9, 2014
- Speaker, Ethical Issues Arising from Conflicts of Interest in Litigation, American Bar Association 2014 Midyear Meeting, January 24, 2014
- Speaker, Hot Topics in Captive Insurance and Risk Pooling Arrangements, American Bar Association 2014 Midyear Meeting, January 24, 2014
- Moderator, Ethical Issues Arising from Conflicts of Interest, Especially When Criminal Tax Charges Are on the Horizon, American Bar Association, September 20, 2013
- Moderator, Ethical Issues in Federal Tax Practice - The Government Perspective, American Bar Association, January 25, 2013
- Moderator, Addressing Concerns About the Ethical Judgments of a Supervising Attorney, American Bar Association, 2012 Joint Fall CLE Meeting, September 14, 2012
- Moderator, Compliance Issues at a Start-up, The New York County Lawyers' Association, June 27, 2012
- Speaker, Court Procedure & Practice: Important Developments, American Bar Association, 2012 Midyear Meeting, February 17, 2012
- Speaker, Current Developments, American Bar Association Section of Taxation Meeting, Court Procedure & Practice Committee (2007-2011), October 21, 2011
- Moderator, Joint Defense Agreements, Part II, American Bar Association Section of Taxation Meeting, Court Procedure & Practice Committee (Denver, CO), October 21, 2011
- Speaker, Judicial Deference Mock Argument: Application of Temp. Treas. Reg. § 301.6501(e)-1T(a)(1)(iii) in Smith v. Commissioner, American Bar Association, 2010 Midyear Meeting, January 21, 2010
Click here for a full list of speaking engagements.
Recent Publications
- "IRS Will Continue Captive Insurance and Syndicated Conservation Easement Examinations Despite Covid-19 Pandemic,"
with Charles M. Ruchelman, Christopher S. Rizek, and Aaron M. Esman, Caplin & Drysdale Client Alert, April 27, 2020
- "Captive Soft Letter,"
with Christopher S. Rizek, Charles M. Ruchelman, and Jonathan R. Black, Caplin & Drysdale Client Alert, March 31, 2020
- "Deductibility of Illegal Payments, Fines, and Penalties" (Book),
with Mark D. Allison, Bloomberg Tax 524-2nd Tax Management Portfolio, May 3, 2019
- "EXPERT ANALYSIS: Planning For Partnership Representatives In The New Year,"
with Charles M. Ruchelman and Aaron M. Esman, Law360, January 4, 2019
- "Year-End Updates on Partnership Representatives,"
with Charles M. Ruchelman and Aaron M. Esman, Caplin & Drysdale Client Alert, November 6, 2018
- "INSIGHT: People, Places, and Things: Final Regulations on the Eligibility, Designation, Revocation, and Authority of Partnership Representatives,"
with Aaron M. Esman, Bloomberg Tax: Daily Tax Report, September 11, 2018
- "Chapter 9: Filing Claims and Suits for Refund of Overpayments,"
American Bar Association, April 9, 2018
- "Paradise Papers: U.S. Citizens and Residents Required to Report on Offshore Assets,"
with Mark D. Allison, J. Clark Armitage, Peter A. Barnes, and Kirsten Burmester, Caplin & Drysdale Client Alert, November 6, 2017
- "Captive Insurance: State Reporting Obligations for Transactions of Interest,"
with Christopher S. Rizek and Charles M. Ruchelman, International Law Office, March 3, 2017
- "IRS Launches Issue-Based Corporate Compliance Campaigns,"
with Mark D. Allison, J. Clark Armitage, and James E. Salles, International Law Office, February 24, 2017
- "IRS Launches Issue Based Corporate Compliance Campaigns,"
with Mark D. Allison, J. Clark Armitage, Kirsten Burmester, and Niles A. Elber, Global Tax Weekly, February 16, 2017
- "Captive Insurance Industry Should Be Aware of State Reporting Obligations for Transactions of Interest,"
with Christopher S. Rizek and Charles M. Ruchelman, Caplin & Drysdale Client Alert, February 10, 2017
- "IRS Launches 13 Issue-Based Corporate Compliance Campaigns,"
with Mark D. Allison, J. Clark Armitage, Kirsten Burmester, and Niles A. Elber, Caplin & Drysdale Client Alert, February 3, 2017
- "The New Partnership Audit Regime: What We Know, What We Do Not and What Is Next,"
with Aaron M. Esman, Tax Management Memorandum, Bloomberg BNA, January 23, 2017
- "Congress Looks to Fix New Partnership Audit Rules,"
with Charles M. Ruchelman, Elizabeth J. Stevens, and Jonathan S. Brenner, International Law Office, January 6, 2017
- "Congress Looks to Fix New Partnership Audit Rules,"
with Charles M. Ruchelman, Jonathan S. Brenner, and Elizabeth J. Stevens, Caplin & Drysdale Client Alert, December 14, 2016
- "Captive Insurance: New IRS Tax Reporting Regime Potential for Penalties and Examinations,"
with Mark D. Allison, Christopher S. Rizek, and Charles M. Ruchelman, International Law Office, November 25, 2016
- "Captive Insurance: New IRS Tax Reporting Regime Potential for Penalties and Examinations,"
with Mark D. Allison, Christopher S. Rizek, and Charles M. Ruchelman, Caplin & Drysdale Client Alert, November 3, 2016
- "Congress Enacts New Tax Examination and Collection Regime for Partnerships,"
with Charles M. Ruchelman, Christopher S. Rizek, and Mark D. Allison, International Law Office, January 22, 2016
- "Congress Enacts Entirely New Tax Examination and Collection Regime for Partnerships,"
with Charles M. Ruchelman, Christopher S. Rizek, and Mark D. Allison, Caplin & Drysdale Client Alert, December 10, 2015
- "‘Just Add SaLT!' When and How to Consider State Tax Ethical Issues in Advising Clients,"
with Professor Michael B. Lang, ABA Tax Times, October 30, 2015
- "Abusive Small Captive Insurance Companies on IRS 'Dirty Dozen' List,"
with Mark D. Allison, Christopher S. Rizek, and Charles M. Ruchelman, International Law Office, February 27, 2015
- "Filing Claims and Suits for Refund Overpayments,"
American Bar Association, Section of Taxation, February 25, 2015
- "Abusive Small Captive Insurance Companies Added to IRS "Dirty Dozen Tax Scams","
with Mark D. Allison, Christopher S. Rizek, and Charles M. Ruchelman, Caplin & Drysdale Client Alert, February 13, 2015
- "Proposed New York Tax Changes Would Affect Large and Small Businesses,"
with Mark D. Allison, International Law Office, January 30, 2015
- "NYC Proposed Tax Code Changes Would Affect Businesses Large and Small,"
with Mark D. Allison, Caplin & Drysdale Client Alert, January 13, 2015
- "IRS May Restrict Informal Refund Claims for LB&I Taxpayers Under Exam,"
Procedurally Taxing, November 26, 2014
- "IRS Issues Final Regulations on Material Advisor Penalties,"
with Christopher S. Rizek, Mark D. Allison, and Zhanna A. Ziering, Caplin & Drysdale Client Alert, August 4, 2014
- "ABA Section of Taxation Comments on Proposed Amendments to the Rules of the United States Tax Court,"
American Bar Association, March 1, 2012
- "Protecting Yourself and Your Client in a Joint Defense Arrangement,"
ABA Section of Taxation News Quarterly, February 1, 2012
- "ABA Section of Taxation Comments on Proposed Amendments to the Rules of the United States Tax Court,"
American Bar Association, March 1, 2011
- "Summary of Recent Developments for 2009,"
American Bar Association Section of Taxation, Court Procedure & Practice Committee, September 1, 2009
- "Summary of Recent Developments for 2008,"
American Bar Association Section of Taxation, Court Procedure & Practice Committee, September 1, 2008
- "Meeting Newsletter,"
American Bar Association Section of Taxation, Court Procedure & Practice Committee (2006-2007), May 1, 2007
- "ABA's Comments Concerning the Tax Court's Proposed Amendments Regarding Privacy and Public Access to Electronic Case Files,"
American Bar Association, April 13, 2007
Click here for a full list of publications.