Rachel A. Simon

Representative Matters

Corporate Transactions

• Represented a multi-national seafood company and certain of its subsidiaries in a complex cross-border tax-free reorganization involving the foreign parent company and several U.S. entities. As part of the representation, Ms. Simon is advising on all aspects of the transaction, including U.S. tax consequences and corporate law issues.
• Lead counsel to a frozen entrée manufacturer in successfully negotiating a license agreement with celebrity chef for the use of name and likeness on certain food products manufactured and sold by client.
• Represented an equipment leasing company in the establishment of a new equipment finance subsidiary.
• Represented large complex food conglomerate in establishing a new pet food division. Throughout the negotiation and drafting of the transaction, Ms. Simon served as one of two main legal contacts for client. As part of the representation, Ms. Simon is advised the client on all aspects of the transaction, including U.S. tax consequences and corporate law issues.
• Represented publicly traded food company in a tax free reorganization involving two U.S. frozen seafood subsidiaries. Ms. Simon served as one of two main legal contacts for the leadership of the clients with respect to the structuring, negotiation and drafting of the transaction documents relating to the reorganization, including the merger agreement and the renegotiation of various executive employment agreements. She advised the client on all aspects of the transaction, including U.S. tax consequences and corporate law issues.

Tax Controversy and Compliance 

• Represents real estate development company in IRS tax litigation. 
• Represents insurance brokerage company in IRS tax litigation.
• Represents real estate developer in CADTFA sales tax controversy.
• Represents jewelry company in CADTFA sales tax controversy.
• Represents a medical device company in multi-state sales and use tax compliance matters.
• Represents appraisal company in multi-state sales and use tax compliance matters.
• Represented merchant services company in FTB income tax controversy.

Estate and Succession Planning

• Represented owners of industrial water treatment company in estate and succession planning matters.
• Represented medical doctors, realtors and other local professionals in estate and succession planning matters.
• Assisted owner of home appliance company in buy-sell negotiations.

Publications

• “Succession Planning for Family Owned Businesses”, Orange County Business Journal, June 2015
• “Changes to California Tax Apportionment Regulations on the Sale of Services and Intangible Property for Multi-State Taxpayers”, Orange County Business Journal, January 2017