Rachel A. Simon
Partner
Rachel A. Simon is a corporate and tax partner who provides sophisticated legal services in the areas of mergers and acquisitions, tax structuring, financings, and general corporate matters. She draws upon her extensive experience to provide legal advice and services to clients in a variety of industries including food and beverage, real estate, technology, manufacturing, healthcare, and logistics, building trusted relationships and often serving as go-to outside counsel for long-term clients.
Rachel routinely advises clients on the federal and state tax implications of a wide range of transactions, including mergers and acquisitions, reorganizations, and joint ventures. She counsels clients on entity formation and choice of entity, partnership and LLC tax issues, and structuring investments and exits in a tax-efficient manner. Her work includes designing and implementing structures that align with both the operational goals and tax objectives of her clients, with a focus on minimizing risk and maximizing after-tax returns.
Additionally, Rachel provides business, corporate and tax advice to educational, public, and religious charities and private foundations. Her work includes preparing applications on behalf of non-profit entities for tax exemptions and non-profit status under federal and state tax guidelines, assisting non-profits to joint venture on projects with both non-profits and for-profit entities, dealing with excess benefit and private inurement issues, and providing guidance on non-profit governance.
In addition to her law degree, Rachel holds an LL.M in Taxation from Loyola Law School and an MBA from the University of Southern California.
Selected Experience
- Acquisition of Charter Bus Companies- Represented the buyer in the acquisition of three regional charter bus operators, advising on corporate structure, contract negotiations, and regulatory considerations unique to the transportation sector.
- Sale of Transportation Company- Represented the seller in connection with the sale of a charter bus company, including pre-transaction tax structuring, analysis of potential transfer-tax exposure, and coordination of post-closing indemnity obligations.
- Strategic Sale of Creative Services Firm- Represented a digital marketing and creative services firm in its strategic sale to a larger agency, guiding the transaction through intellectual property transfer, employment transition issues, and earn-out structuring.
- Capital Raise for Life Sciences Company- Represented an early-stage biomedical company in a growth financing transaction, advising on investor rights, preferred equity terms, governance matters, and compliance with federal and state securities laws.
- Downtown Los Angeles Real Estate Joint Venture- Structured a joint venture for the acquisition and development of a downtown Los Angeles mixed-use real estate project, including tax structuring to mitigate California property-tax reassessment and documentary transfer tax exposure.
Associations
- Association for Corporate Growth (ACG), Orange County Chapter
- Orange County Bar Association
- Orange County Women’s Lawyers Association