Tax Attorney — IRS, State Tax, and Criminal Defense

Written by Sam Brotman, J.D., LL.M. (Taxation), MBA, CPA — Managing Attorney, Brotman Law  ·  Updated May 2026

Most people who need a tax attorney have already moved past the return-preparation stage. Something has happened — an audit notice, a levy on a bank account, a letter from IRS Criminal Investigation, a CDTFA sales tax demand that doesn't match the books. The work at that point is a legal dispute, not an accounting exercise.

I am based in San Diego and represent clients throughout California and in federal tax matters nationally. I hold a J.D., an LL.M. in Taxation, an MBA, and a CPA license. I am admitted to practice before the IRS, the United States Tax Court, California state courts, and all three major California state tax agencies. This page gives an overview of the work I do — each section links to a more detailed page on that topic.

What a Tax Attorney Does

A tax attorney's primary job is to represent you in a dispute with a tax authority. That can mean sitting across from an IRS revenue agent in a field audit, briefing a case to the IRS Office of Appeals, negotiating an Offer in Compromise with an IRS collections officer, litigating a deficiency case in the United States Tax Court, or defending a client whose civil audit has turned into a criminal investigation.

A tax attorney can also provide legal advice on transactions — entity structure, trust planning, international tax reporting — where the advice needs to be protected by attorney-client privilege. But most of what I do at Brotman Law is dispute resolution. Somebody is in a fight with a tax agency, and I handle the fight.

The work that comes into this office falls into four categories:

• IRS audit defense and appeals
• California state tax defense — FTB, EDD, and CDTFA
• Criminal tax defense — CI investigations, DOJ Tax Division, eggshell audits
• Tax collections and debt resolution — OIC, installment agreements, lien and levy defense

The sections below cover each one.

Federal Tax — IRS Matters

IRS Audit Defense

An IRS audit is a legal dispute over what you owe, not an accounting review. The IRS has the burden of producing a determination; you have the right to challenge it. Those rights are procedural and legal, and they are most effectively exercised with an attorney.

There are three types of IRS examination. Correspondence audits are handled entirely by mail and typically involve one or two line items. Office audits are conducted at an IRS campus. Field audits — where a revenue agent comes to your home or business — are the most serious. They involve the largest dollar amounts, the most document production, and the highest risk of a fraud referral to IRS Criminal Investigation if the agent identifies what the IRS calls "badges of fraud."

I handle all three. In a field audit, I typically go to every meeting with the revenue agent so that my client does not have to. The agent communicates with me, not with the client directly. That matters — what you say to a revenue agent can end up in an examination report, and in serious cases, an affidavit.

After the audit, if the IRS issues a Revenue Agent Report (Form 4549) proposing additional tax, you have 30 days to request a conference with the IRS Office of Appeals. The Appeals process is separate from examination — a different office, a different officer, a fresh look at the case. A significant percentage of audit disputes resolve at Appeals without going to Tax Court. For a full overview of how IRS audits work from notice to resolution, see my page on IRS audit defense.

IRS Tax Court

The United States Tax Court is the primary forum for contesting an IRS deficiency determination without first paying the tax. When the IRS issues a Notice of Deficiency — the 90-day letter — you have 90 days to file a Tax Court petition. If you miss that window, the assessment becomes final and the IRS can begin collection without a court order.

Tax Court cases can resolve through settlement with IRS counsel (most do), a stipulated decision, or a full trial before a Tax Court judge. I am admitted to practice before the United States Tax Court and handle both the pretrial settlement process and, where necessary, trial. For IRS matters handled through the full IRS appeals and litigation track, see my page on IRS attorney services.

California State Tax — FTB, EDD, CDTFA

California has three major state tax agencies, each with its own audit authority, administrative appeals process, and collections machinery. They are independent from the IRS and from each other — but because the IRS and the FTB share audit information under IRC § 6103, a federal audit can trigger a California exam and vice versa. When both are running simultaneously, the strategy for each one needs to account for the other.

Franchise Tax Board (FTB)

The FTB administers California's personal income tax and corporation tax and is one of the most aggressive state tax agencies in the country. The FTB's standard statute of limitations for issuing a Notice of Proposed Assessment is four years — longer than the IRS's three-year limit. For fraud or unfiled returns, California has no limitations period at all.

FTB audits include income audits, residency audits, and pass-through entity examinations. Residency audits — where the FTB challenges whether a taxpayer who left California was actually a California resident and owed California income tax on worldwide income — are particularly complex and fact-intensive. The FTB's 546-day safe harbor, its closest-connections analysis, and its aggressive assertion of residency for high-income taxpayers all require careful handling.

FTB collections, like IRS collections, include liens, levies, and wage garnishments. The FTB also has the authority to suspend a California business entity's powers for unpaid taxes. For a full breakdown of California state tax defense, including FTB, EDD, and CDTFA work, see my page on California tax attorney services.

Employment Development Department (EDD)

The EDD administers California's payroll tax — employer contributions to state unemployment and disability insurance — and conducts worker classification audits. If the EDD reclassifies independent contractors as employees, it can assess back payroll tax, interest, and penalties going back three years (or more if fraud is alleged).

Worker classification audits are among the most consequential EDD matters. The EDD's AB5 enforcement posture, combined with a reclassification assessment covering multiple years, can produce six-figure demands for businesses that used contractors. Defending these audits requires a detailed factual record and a legal argument for why the working relationship satisfied California's ABC test or one of its statutory exemptions.

California Department of Tax and Fee Administration (CDTFA)

The CDTFA administers California's sales and use tax and has broad audit authority over retailers, service businesses, and businesses that buy taxable goods without paying sales tax. California's sales tax rate — combined state and local — can exceed 10% in some jurisdictions. An underreported sales tax liability for a multi-location business can accumulate quickly.

CDTFA audits typically involve a review of sales records, purchase invoices, and exemption certificates. If the CDTFA determines that taxable sales were underreported, it issues a Notice of Determination. That determination can be appealed to the Office of Tax Appeals (OTA) — California's independent administrative appeals tribunal — and, if necessary, to California Superior Court.

Criminal Tax Defense

IRS Criminal Investigation (CI) is the only IRS division with law enforcement authority — special agents carry badges, carry firearms, and build criminal cases. CI initiates roughly 2,000 investigations per year and obtains convictions in more than 90% of the cases it refers to the DOJ for prosecution.

Criminal tax exposure does not always start with a CI contact. It frequently starts in a civil audit. When an IRS revenue agent identifies evidence of fraud — unreported income, fabricated deductions, offshore accounts, falsified records — the audit can be referred to CI and effectively converted to a criminal matter. Those civil-criminal overlap situations, known as eggshell audits, require coordinated defense from the beginning.

If CI has already made contact, the matter is a criminal proceeding. That means attorney-client privilege protection, careful management of what documents are produced and when, and a defense strategy that accounts for both the civil tax liability and the criminal exposure.

I handle CI investigations, DOJ Tax Division matters, eggshell audits, and Tax Court cases with criminal overlap. For a complete overview, see my page on criminal tax defense.

Tax Collections and Debt Resolution

An IRS tax debt does not become permanent just because the IRS has assessed it. The IRS has ten years from assessment to collect — the Collection Statute Expiration Date, or CSED — and there are multiple ways to resolve a balance during that window depending on your financial situation.

The primary resolution tools are:

• Offer in Compromise (OIC) — a settlement with the IRS for less than the full balance, available when the IRS concludes that collecting the full amount is either unlikely (doubt as to collectibility) or inequitable (effective tax administration). The IRS calculates your Reasonable Collection Potential (RCP) from Form 433-A or 433-B — asset equity plus projected future income — and will reject an offer below that number.
• Installment Agreement — a monthly payment arrangement. For balances under $50,000 ($25,000 for businesses), a Streamlined installment agreement is available without a full financial disclosure. Larger balances require a detailed Collection Information Statement.
• Currently Not Collectible (CNC) — a status the IRS assigns when collection would leave the taxpayer unable to meet basic living expenses. The CSED continues to run while CNC is in effect, which can be strategically valuable.
• Collection Due Process (CDP) hearing — a formal appeal triggered by a lien notice (Letter 3172) or a levy notice (Letter 1058). A CDP hearing pauses collection and puts the case before the IRS Office of Appeals or, if Appeals denies relief, the Tax Court.

The right choice depends on the numbers, the CSED timeline, and what assets and income are actually on the table. For a full overview of IRS collections defense, see my page on IRS attorney services.

Tax Attorney vs. CPA vs. Enrolled Agent

The three primary designations for tax representation each have different scopes of authority. Here is what distinguishes them in practice:

The privilege distinction is the most important one in serious matters. When an IRS special agent contacts you, everything you have said to your CPA or enrolled agent is potentially discoverable. Privilege protects communications with an attorney from compelled disclosure. For that reason, any matter with criminal exposure — or any civil audit that shows signs of moving in that direction — should be handled by an attorney from the beginning.

I hold both a J.D. and a CPA license. That combination means I can review the returns, understand the accounting, and provide legal representation with the full protections of the attorney-client relationship. In an audit, I can work through the numbers and then apply the legal defenses — without needing a CPA to translate the financials and an attorney to argue the law.

About Sam Brotman

I have been practicing tax law in San Diego since 2013. Before that I completed an LL.M. in Taxation — a graduate law degree focused on tax law — at the University of San Diego, and I hold an MBA from the same institution. I am a licensed CPA in addition to being a California attorney.

Brotman Law is a boutique tax law firm. We do not do general practice. Every matter that comes through the door is a tax matter, and most of the work is dispute resolution — audits, appeals, collections, and criminal defense. Since 2013, we have handled over 400 client tax matters and settled or resolved more than $1 billion in asserted tax liabilities.

I am admitted to practice before:

• The California State Bar
• The Internal Revenue Service (IRS) — nationally
• The United States Tax Court
• The United States District Courts for the Southern and Central Districts of California
• The California Franchise Tax Board (FTB)
• The California Employment Development Department (EDD)
• The California Department of Tax and Fee Administration (CDTFA)

The work I describe on this page is work I handle personally. The attorneys in my office assist on larger matters, but clients who retain Brotman Law deal with me directly.