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  1. Professionals

Rachel Ingwer

Partner

New York

+1 212-294-4760

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  • Overview
  • Experience
  • Credentials
  • Insights & News

Rachel advises clients on various domestic and cross-border tax issues, including both M&A and fund-related tax matters. In addition, she has significant experience with addressing tax issues for high net worth individuals.

Rachel concentrates her practice on transactional matters. She advises clients on a wide variety of private equity and other transactional issues (both domestic and cross-border), including business formations, taxable and tax-free mergers and acquisitions, divestitures, financings and restructurings and recapitalizations. Rachel also advises clients on debt and equity offerings, tax disclosures issues, and fund formation issues, including structuring and partnership matters.

In addition, she advises high net worth individuals on individual and private foundation tax matters, as well as tax matters relating to their business interests.

Recent Experience

Winston Represented Revelstoke Capital Partners in Acquisition of NKMD MGMT, LLC
Court Square Capital Partners in its Definitive Agreement to Sell Advanced Diabetes Supply Group for US$1.1B
Winston Represents KeHE Distributors, LLC in a $250.0 Million Senior Secured Notes Tack-On Offering
$800 Million Commonwealth Edison Company Public Offering of First Mortgage Bonds
US$900M Constellation Energy Generation, LLC Public Offering of Green Senior Notes
$1.7 Billion Exelon Corporation Public Offering of Notes
Winston Represented Whitsons Culinary Group in its Acquisition of Fresh Picks Café
Represented Post Capital Partners in its Acquisition of RKON
Winston Represents KeHE Distributors, LLC in a $750.0 Million Senior Secured Notes Offering
Groupon, Inc. $80.0 Million Fully Backstopped Rights Offering for Common Stock
View All Related Matters

  • Lawdragon, 500 Leading Global Tax Lawyers (2025) 
  • Best Lawyers: Ones to Watch® in America, Corporate Law (2021-2023)
  • Best Lawyers: Ones to Watch® in America, Tax Law (2022-2025)
  • New York Metro Rising Stars, Tax Practice (2015-2022)
  • The Legal 500 U.S., Non-Contentious Tax Practice (2018)

  • Member, New York State Bar Association, Tax Section

Capabilities

Transactions
Capital Markets
Private Investment Funds
Mergers & Acquisitions
Private Equity
Tax
Financial Innovation & Regulation
Cryptocurrencies, Digital Assets & Blockchain Technology

Recent Experience

Winston Represented Revelstoke Capital Partners in Acquisition of NKMD MGMT, LLC
Court Square Capital Partners in its Definitive Agreement to Sell Advanced Diabetes Supply Group for US$1.1B
Winston Represents KeHE Distributors, LLC in a $250.0 Million Senior Secured Notes Tack-On Offering
$800 Million Commonwealth Edison Company Public Offering of First Mortgage Bonds
US$900M Constellation Energy Generation, LLC Public Offering of Green Senior Notes
$1.7 Billion Exelon Corporation Public Offering of Notes
Winston Represented Whitsons Culinary Group in its Acquisition of Fresh Picks Café
Represented Post Capital Partners in its Acquisition of RKON
Winston Represents KeHE Distributors, LLC in a $750.0 Million Senior Secured Notes Offering
Groupon, Inc. $80.0 Million Fully Backstopped Rights Offering for Common Stock
View All Related Matters

Credentials

Education

Rachel received a S.B. in Political Science from the Massachusetts Institute of Technology in 2005 and a J.D. from Columbia University School of Law in 2008, where she was a Harlan Fiske Stone Scholar and served as articles editor and notes editor of the Columbia Journal of Gender and Law.

    Admissions
    • New York

    Related Insights & News

    Rachel has spoken at webinars relating to recent developments in cross-border taxation and sales of privately held businesses.

    Speaking Engagements

    • "Impact of Tax on Private Equity Strategies," Market Groups Private Equity New York Forum Panel 
    • "Cross-Border Tax Planning with the Qualified Small Business Stock Exclusion," International Tax Conference Panel
    • “Hedge Funds and IRS Partnership Audit Rules: Advanced Tax Strategies in Structuring Private Investment Funds in Light of New IRS Rules,” Strafford Webinar
    • “Acquisitions of Family-Owned Businesses: Valuation, Due Diligence, Deal Structure, Operational Transition,” Strafford Webinar

    Publications

    • “Maximizing Value & Minimizing Risks in Carve-Outs: Seller’s Pre-Sale Preparation,” Deal Lawyers
    Recognitions
    Winston Partners Featured on the Lawdragon 500 Leading Global Tax Lawyers List 2025

    May 19, 2025

    Sponsorship
    Winston & Strawn Sponsors and Speaks at the Private Equity New York Forum

    May 14, 2025

    Blog
    Winston for Good Supports Under-Resourced NYC Students

    December 18, 2024

    Recognitions

    Winston Attorneys Recognized in Best Lawyers: Ones to Watch® in America 2025

    August 15, 2024

    News
    2023 Pro Bono Impact Report

    May 1, 2024

    Speaking Engagement
    Winston & Strawn Partners Rachel Ingwer and Jeff Rubinger Speak at the 2024 International Tax Conference

    January 18, 2024

    Webinar
    Winston & Strawn Partner Rachel Ingwer Presents on U.S. Tax Considerations for Korean Companies Interested in Acquiring U.S. Businesses

    December 5, 2023

    Recognitions
    Winston Attorneys Recognized in Best Lawyers: Ones to Watch® in America 2024

    August 17, 2023

    In the Media
    Rachel Ingwer Returns to Winston & Strawn in New York

    May 3, 2023

    Press Release
    Winston & Strawn Strengthens Tax Practice With Return of New York Partner Rachel Ingwer

    May 1, 2023

    Recognitions
    Winston & Strawn Attorneys Recognized in Best Lawyers: Ones to Watch 2021

    August 20, 2020

    Client Alert
    IRS Issues Proposed Regulations for Carried Interest

    August 6, 2020

    View All Insights & News

    Capabilities

    Transactions
    Capital Markets
    Private Investment Funds
    Mergers & Acquisitions
    Private Equity
    Tax
    Financial Innovation & Regulation
    Cryptocurrencies, Digital Assets & Blockchain Technology
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