PATTI MELKER RICHARDS - Richards Lawfirm



PATTI MELKER RICHARDS2973 Hardman Court, N.E., Atlanta, GA 30305-3424(404) 846-3351(Voicemail only) (404) 358-6661(C)(404) 816-4642(F) prichards@LEGAL EXPERIENCEEmory University Law School, Atlanta, Georgia – Adjunct Professor, Center for Transactional Law and Practice, Doing Deals: Accounting in Action.THE RICHARDS LAW FIRM, L.L.C., Atlanta, Georgia (6/2002-Present) – Member/ManagerPractice now focusing on tax-exempt and nonprofit issues; continue prior practice in domestic and international tax planning, controversy, and compliance.Nonprofit PracticeRepresent over a hundred nonprofit organizations (small, large, domestic, and multinational) in various matters related to nonprofit governance, formation, dissolution, nonprofit and for-profit joint ventures, mergers and acquisitions, subsidiary management, social enterprise, fundraising, accounting and finance, board training, Form 990 reviews, international issues and filing requirements, and penalty abatements.Represent a company serving “as agent for” a nonprofit hospital authority in a sales tax challenge.Testified as an expert witness in a federal court criminal trial related to whether there was control of a charitable organization in furtherance of an illegal transaction and a quid pro quo affecting the deductibility of contributions made to the organization.General representation of several Charter School Systems as well as specific representation of them with respect to nonprofit governance, organizational and educational law issues.Prepare and file tax-exempt applications for organizations including PACs, section 501(c)(3)s (public charities, supporting organizations, private foundations, and operating foundations), as well as sections 501(c)(4)s, (5)s, (6)s and (7)s.Represent, advise and train the boards of numerous nonprofit organizations with respect to governance, compensation, joint venture, reporting/auditing, social enterprise, and other compliance issues, including review of Forms 990. Examples of organizations worked with include: a national VEBA, several Foundations for music and pro athletes, the Association of Minority Health Profession Schools (AMHPS), several Georgia charter schools and private schools, public school parent organizations, GA Tech campus organizations, several religious organizations and their supporting activities and axillaries, a religious publishing organization, a multinational disaster relief organization, a cancer benefit foundation, several chambers of commerce, an art legacy foundation, a PAC, a national golf organization, several state and national associations in the legal (government, employment, and collaborative law and state and local bar associations and foundations), medical, dental, sports (softball, baseball, golf, and recreational associations), health/fitness industry associations, a women’s international entrepreneurial project, a Hispanic business incubator, a Hispanic family business foundation, several state Hispanic Contractors Associations, a performing arts foundation’s work in Honduras, a Cushman historical club, an energy efficiency association, a hand/shoulder surgery Foundation, a neuroscience research foundation, a teen center, several veterans organizations.Prepared and made several presentations to the Atlanta Bar Pro Bono Series on issues related to representing nonprofit organizations; presented a webinar for Lorman on “Tax Exempts in Georgia” (form updates, hot topics and supporting organizations);” prepared client alerts/presentation for nonprofit hospitals on “What to Expect in an IRS Healthcare Audit;” made presentations for The American Association of Attorney-CPAs and the Atlanta Bar Association on issues related to starting operating and reporting for tax-exempt organizations and Supporting Organizations; prepared and made presentation to the GSCPAs Tax Forum “Tax-Exempt Organizations in Georgia;” prepared and presented presentation to the Georgia Bar “Nonprofit Forms and Compliance Update;” prepared and made presentation for Georgia Nonprofit Law Section Annual Seminar “Ethic Issues for Lawyers Who Represent Nonprofits and/or Serve on their Boards.”Tax Controversy and International PracticeRepresent multinational manufacturer taxpayer in annual audits and in §199 manufacturing deduction compliance.Represent a large multinational taxpayer with respect to its annual audits and international, tax accounting and research credit issues; converted the taxpayer from the FSC to the ETI regime to account for export tax benefits.Represent multinational chicken producer and meat processor in settling claims with the Department of Treasury and obtaining refunds from Treasury related to Medicare Secondary Payer issues for amounts withheld from monies otherwise owed the company by the federal government.Represent executive for multinational beverage company with respect to federal and state tax issues that arose from his working for the company overseas for 5 years.Represent various medium and small business taxpayers in updating corporate compliance documents, working with their accountants on issues related to their tax returns, and resolving various state and IRS tax controversies with IRS Appeals.Represent professional athletes with multi-state tax allocation issues as a result of playing league sports in numerous states.Prepare Tax Court Petitions and represent numerous large and mid-size clients at Appeals regarding various federal tax and penalty abatement issues including tax issues related to award, settlements and attorney fees.Represent large multinational corporation selling high end audio equipment with respect to various state nexus issues.Represent large hospital system related to liens on physician payments and employee/independent contractor issues.Prepared and presented a briefing and a paper for the Southern Center for International Studies entitled “A Tax Lawyer’s Reflections on the FSC/ETI Trade Dispute and the Possible $4.043 Billion in Trade Sanctions.”Continued to edit articles for the Tax Lawyer on Affiliated and Related Corporations (2003-2006) as a member of the ABA Tax Section’s Teaching Tax Committee; prepared article for publication in the Banking Law Journal entitled “What to Expect in an IRS Audit of a Bank;” prepared articles for the Atlanta Bar Tax Section and the American Association of Attorney-CPAs newsletters on taxation of legal fees and tax issues related to settlements and awards.Prepared and made presentations to the GSCPAs and the North Atlanta Tax Council on “Reasonable Compensation for Business Owners,” and for the Georgia Association of Women Lawyers on “Tax Issues Related to Settlements, Awards and Legal Fees;” prepared presentation “Taxation of Attorney Fees and Settlement Awards, Tax Shelter Update and Attorney-Client Privilege Issues for the Estate Planner” for the 51st Annual Estate Planning Institute; made presentation to North Atlanta Tax Council on “International Employment Issues;” organized a panel and made presentation as part of the GHCC 10th Annual Business Summit & Expo on “Tax and Legal Updates for the Small Business Owner in the US;” made presentation to the AICPA Small Business Practitioner’s Tax Forum on “Section 199 - Not Just for Manufacturing.” IRS ADVISORY COUNCIL (IRSAC) (2004-2007) Served on the 20 member IRSAC which advises the IRS on tax policy, programs and procedure; specifically assigned to Large & Mid-size Business Subgroup (now LB&I).THE TAX CONTROVERSY GROUP, L.L.C., Atlanta, Georgia (2003-2007) – Law Firm Joint Venture with Vivian D. Hoard of The Hoard Law Firm, P.C. in the practice of domestic tax controversy.Represented taxpayers in Tax Court with respect to validity of a section 1031 like-kind exchange, several partnership issues, and attorney-client privilege issues.Provided advice to accounting firms with respect to the tax consequences of various proposed financial products.Assisted partnership dissolve and exchange property among its partners per a court settlement in compliance with section 1031 like-kind exchange requirements.Prepared and made presentation to the Georgia Association of Women Lawyers on “What you need to Know about Attorney-Client and Accountant-Client Privileges.POWELL GOLDSTEIN LLP, Atlanta, Georgia (7/2000 -5/2002) (Now Bryan Cave) – CounselContinued tax planning, controversy and compliance practice of providing advice on domestic and international, federal and state tax issues focusing on tax-exempt application, lobbying and bond issues, and nonprofit health care and banking industry issues, tax accounting and methods, consolidated returns, FSC/ETI export tax benefits, REITs, and bankruptcy and valuation issues.Nonprofit PracticeProvided advice and assistance to tax-exempt trade association desiring to get involved in lobbying activities.Prepared tax-exempt application for a large Jewish life center.Represented hospital in the audit of its tax-exempt bond issuance focusing on arbitrage issues.Tax Controversy and International PracticeNegotiated favorable Appeals Office settlement of accounting method issues (in the context of Chapter 11 Bankruptcy proceedings) for a large national consolidated group in the business of operating and delivering nursing home facilities and services and assisted in NOL carryover and other bankruptcy related tax issues.Negotiated a settlement (resulting in no assessment of tax) in an annual audit with the International Examiner regarding FSC and other international issues for a multinational taxpayer engaged in agricultural product processing. Prepared calculations and documents to move the FSC into the ETI regime.Represented multinational taxpayer in its annual audit and at Appeals in resolving the application of a Tax Court ruling (related to its prior tax years) on the usage of general business credit carryovers with SRLY and CRCO related issues.Prepared due diligence list, officer’s certificate, opinion letter, and SEC disclosure for REIT rights offering for a large company owning interests in healthcare facilities.Represented a large estate at the examination level in a challenge to the appraisals and the discount factors used to value real estate.Prepared documentation for offshore trust as well as restructured the international holdings of U.S. property for a Greek anized and set up the operations for several LLCs for a high-tech joint venture.Edited articles for the Tax Lawyer on Affiliated and Related Corporations (2001) and Practice and Procedure (2002) as a member of the ABA Tax Section’s Teaching Tax Committee; taught seminar on “Taxation of Awards, Settlements and Legal Fees;” prepared seminar on “Multistate Taxation and E-Commerce;” prepared client alerts/presentations on “WTO Challenges to the FSC and ETI Export Regimes” and “What to Expect in an IRS Bank Audit;” published article in the ABA Antitrust Law Section’s Corporate Counseling Report entitled “Alaska Supreme Court Holds that Price-Fixing Suit Settlement Proceeds are not Subject to Sales Tax.”BURT, STAPLES & MANER, LLP, Washington, DC - Atlanta, Georgia (2/1996 – 7/2000)Partner (2/1998 – 7/2000); Tax Associate (2/1996 - 2/1998) – Responsible for a wide range of federal and state tax controversy issues, compliance for large-case taxpayers, and tax planning. Focused on income tax accounting, FSC, transfer pricing, foreign tax credit, and consolidated return issues. Audit and Administrative ControversyManaged five federal audits for large-case taxpayer. Developed audit strategy and drafted responses to information document requests for sensitive issues. Continued representation in Appeals Office negotiations to settle most issues at the administrative level and efficiently close seven other open years.Represented taxpayer in the business of selling hand-crafted luxury automobiles imported from its foreign parent in the two-year audit of its transfer pricing methods which resulted in no assessment of tax.Represented large manufacturing taxpayer by drafting technical advice memorandum responses, conducting National Office negotiations, and obtaining closing agreements on the taxpayer’s LIFO inventory methods.LitigationDeveloped substantive and procedural litigation strategy for Tax Court and Appeals Court cases. Determined attorney staffing and provided estimates to clients of costs and resources necessary for resolution of their disputes. Negotiated with opposing counsel and settled complex issues. Drafted motions, discovery requests and responses, procedural motions, and substantive briefs. Managed client and attorney staff in extensive document production. Major substantive and procedural issues included the application of the SRLY and CRCO rules, the computation of FSC commission, methods of accounting, the deduction of acquisition related expenses, and the deduction of fees incurred in defense of a hostile plianceManaged in-house U.S. tax department of large multinational corporation engaged in agricultural product processing. Responsible for overseeing the federal and state compliance functions, as well as budgeting, staffing and coordinating with the accounting department.Worked with large multinational corporation using SAP to develop a system for more efficient tax compliance procedures in an effort to increase the credibility of information on its tax returns.State Tax Controversy Represented taxpayers in state tax controversies. Negotiated with auditors/appellate personnel and worked with state attorneys hired to handle local litigation. Issues included transfer pricing, related-party interest deductions, FSC taxation, and property tax assessments.DEPARTMENT OF TREASURY, INTERNAL REVENUE SERVICE, OFFICE OF CHIEF COUNSEL, Washington, DC (3/1995 - 2/1996) - Attorney-Advisor (Tax) Income Tax and AccountingResponsible for drafting technical advice memoranda, private letter rulings and revenue rulings and answering legislative and concerned taxpayer inquiries related to Code sections involving timing and recognition of income/deductions, installment sales, like-kind exchanges, involuntary conversions, and capitalization issues. Also responsible for responding to Forms 3115, Application for Change in Accounting Method, for advanced service payments.DEWEY BALLANTINE LLP, Washington, DC (5/1989 - 8/1989 and 9/1990 - 3/1995) - Tax Associate - Major responsibilities related to tax planning, controversy, litigation, and structured finance anized, set up, and advised numerous national tax-exempt organizations and trade associations and assisted them in responding to audit inquiries and in defending their tax-exempt status.Worked closely with Gerald A. Kafka (author of treatise Litigation of Federal Civil Tax Controversies) on litigation in Tax Court and several district courts of employee/independent contractor issues for various health services companies, restaurants, trucking companies and the American Trucking Association (an industry test case). Provided advice for various companies on employee/independent contractor related issues and executive compensation arrangements for employment contracts, SEC filings and IPO documents.Advised clients and provided opinions with respect to various structured finance transactions and products including agency-backed REMICs, mortgaged-backed securities, securitization of auto loans and credit card receivables, original issue discount obligations, variable and contingent rates instruments, and stripped bonds and coupons. Provided advice to large REMIC servicer regarding debt modifications and other servicer related issues. Wrote the chapter on Coupon Stripping for the first edition of David Garlock’s treatise Federal Income Taxation of Debt Instruments and assisted with its revision and the addition of the chapter on Bond Premiums for the second edition.Worked on large-case tax controversies at the audit and appeals stages before the IRS and in tax litigation in the federal courts. Drafted responses to IRS document requests, prepared formal protests and conducted Appeals Office negotiations.Drafted district court motions, discovery requests, responses, and briefs for a refund suit in district court on behalf of a large multinational corporation engaged in agriculture product processing on the issue of the validity of certain DISC regulations. Assisted in drafting appellate brief in the Seventh Circuit and Supreme Court brief with respect to the same.EDUCATIONGEORGETOWN UNIVERSITY LAW CENTER, Washington, DC (1990) - J.D. cum laudeLOUISIANA STATE UNIVERSITY, Baton Rouge, LA (1985-1987) – Accounting/CPA ReviewLOUISIANA STATE UNIVERSITY, Baton Rouge, LA (1976) - M.A. Ed Administration & PhysicsCENTENARY COLLEGE OF LOUISIANA, Shreveport, LA (1974) - B.S. Education, cum laudePROFESSIONAL ASSOCIATIONSVirginia State Bar (1990); The District of Columbia Bar (1993); State Bar of Georgia (2001) (Tax Section Board-Sec./Nonprofit Section); U.S. Supreme Court Bar; State Board of CPAs of Louisiana (1987); The Georgia Society of CPAs (Past Pres. Buckhead Chapter/Past Member Tax Leadership Team/Past Healthcare Leadership Team/Past Chair Tax Forum Task Force/Past Chair Healthcare Conference Task Force); American Institute of CPAs; American Association of Att.-CPAs (Executive Committee/Past President/Director/IRS Tax Liaison Committee/Finance Committee/Subsidiary Committee/Nonprofit Committee/Member Georgia Chapter); Atlanta Bar Association (Audit Committee/Past Chair Tax Section/Past Board Member Solo & Small Firm Section/Women in the Profession Section); American Bar Association (Tax Section/Tax Accounting Committee/Business Law Section/Nonprofit Committee); Lawyers Club of Atlanta (Past Chair Membership Committee); Georgia Association of Women Lawyers; Atlanta Tax Forum (Officer/Board); North Atlanta Tax Counsel (Board); Beta Gamma Sigma Business Fraternity; IRS Stakeholder Liaison Committee SB/SE (represent AAA-CPAs); TE/GE Council–Gulf Coast AreaCOMMUNTY AND CIVIC ASSOCIATIONSGeorgia Hispanic Chamber of Commerce (Past Board Member/Parliamentarian/Treasurer; Past Audit Committee and Legislative Committee Chairs); Quantum Leaps, Inc. (Chair/Founding Board Member/Audit Committee); Hispanic American Center for Economic Development (Past Board Member)OTHER EXPERIENCEState of Louisiana - Math/Science Teacher (1974-1983). Accomplishments: Educator of the Year; published SCORE, a book on teaching students to read science materials.Treasurer - Campaign for State Superintendent of Education of Louisiana (1987-1988).Awards - Special Recognition Award from the Georgia Hispanic Chamber of Commerce (2005); Distinguished Service Award from the Atlanta Bar Association for service on the Audit Committee (2009); Outstanding Volunteer of the Year Award for the GSCPAs (2008). ................
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