Rachel D. Kleinberg
  1. Partner

Ms. Kleinberg is a tax partner in the Northern California office. Her practice focuses on advice to corporate and private equity fund clients on mergers and acquisitions, joint ventures, spinoffs and reorganizations, as well as cross-border restructurings. She also has significant experience in the areas of corporate finance and derivatives.

Work Highlights

Recent Representations
  • Numerous transactions for Metalmark Capital, I Squared Capital, Tailwind Capital and Lightyear Capital
  • Brookfield Business Partners on its acquisition of Johnson Controls’ Power Solutions Business
  • VF on its spin-off of Kontoor Brands
  • FMC on its spin-off of Livent Corporation
  • Loews Corporation on its acquisition of Consolidated Container Company
  • Western Refining on its Acquisition by Tesoro Petroleum
  • Broadcom special committee on Broadcom’s acquisition by Avago Technologies
  • PricewaterhouseCoopers on its acquisitions of GE’s Tax Services Team,  Booz & Company and PRTM
  • Noble Group on its sale of Noble Americas Energy Solutions
  • Ingram Micro on various transactions, including its acquisition by Tianjin Tianhai to become part of HNA Group
  • Equinix on various transactions, including its acquisition of data centers from Verizon


Ms. Kleinberg is recognized as a leading tax lawyer in various industry publications:

  • Chambers USA – Tax: Northern California
  • The Legal 500 US – International Tax; Financial Products
  • International Tax Review – Women in Tax Leaders
  • Law360 – “Tax MVP,” 2019 

Of Note

  • Advisory Board, GW Law/IRS 32nd Annual Institute on Current Issues in International Taxation
  • Frequent speaker on international and corporate tax topics
  • Chair, Foreign Activities of U.S. Taxpayers Committee of the Section of Taxation, American Bar Association
  • Officer, Corporate Tax Committee of the Section of Taxation, American Bar Association 
  • Member, International Fiscal Association
  • Member, Taxation Section, New York State Bar Association
  • Fellow, American Bar Foundation
  • Fellow, American College of Tax Counsel

Professional History

  • Davis Polk, Associate, 2003-2006; Partner, 2006-present
  • Associate, Cleary, Gottlieb, Steen & Hamilton, 1999-2003
  • Law Clerk, Hon. Norman H. Stahl, U.S. Court of Appeals, First Circuit, 1998-1999

Practice Focus

Bar Admissions

  • State of California
  • State of New York


  • A.B., English Literature, Harvard University, 1994
    • magna cum laude
  • J.D., Harvard Law School, 1998
    • magna cum laude
  • LL.M., Taxation, New York University School of Law, 2004