Rachel D. Kleinberg

RACHEL KLEINBERG is co-leader of Sidley’s global Tax practice and the head of the firm’s West Coast tax practice. Her practice covers the U.S. federal tax aspects of a wide array of transactional matters, including M&A and private equity transactions, joint ventures, spinoffs and reorganizations, capital markets transactions, credit facilities, international tax matters and derivatives transactions. 

Rachel has been acknowledged in numerous industry publications. She has been ranked Band 1 of Chambers USA (2019–2025) as a leading lawyer in Tax for Northern California. She is also recommended in Legal 500 United States. for International Tax and Financial Products (2019, 2025). Rachel was featured as one of the “Women in Tax Leaders” by International Tax Review (2015–2024). She was named a Tax “MVP” by Law360 in 2019 for several notable transactions, including her representation of Brookfield Business Partners LP in its $13.2 billion acquisition of the power solutions business of Johnson Controls International and again in 2024 for her involvement in several transactions, including the $6.05 billion purchase of the Washington Commanders.

“She always serves the ultimate business objective. She is value for money and is a best-in-class tax legal counsel. ”
Chambers USA: America’s Leading Lawyers for Business, 2021

Rachel is on the Advisory Board of the GW Law/IRS 33rd Annual Institute on Current Issues in International Taxation and the Planning Committee of the University of Chicago Federal Tax Conference. She is also a frequent speaker on international and corporate tax topics at prestigious tax conferences, including leading panels at the University of Chicago Tax Conference, the USC Gould School of Law Tax Institute, and PLI. She is a fellow of the American College of Tax Counsel. She has previously served as a council director of the American Bar Association’s Section of Taxation and a chair of the Foreign Activities of U.S. Taxpayers Committee of the American Bar Association’s Section of Taxation.

Recent representative matters in which Rachel has advised clients include:

• Proven Brands, a portfolio company of Clearlake Capital Group, L.P.’s Better For You Holdings food platform, in its sale for approximately US$259 million to Hain Celestial Group, Inc., an organic and natural products company with operations in North America, Europe, Asia, and the Middle East.
• Grove Collaborative, a leading sustainable consumer products company, in its business combination with Virgin Group Acquisition Corp. II (NASDAQ: VGII), a SPAC, with an implied pro forma enterprise value of US$1.5 billion.
• Regal Beloit Corporation in its US$9.1 billion Reverse Morris Trust transaction with Rexnord Corporation.
• AmeriHome Mortgage Company, LLC in its sale by subsidiaries of Athene Holding Ltd. and funds affiliated with Apollo Global Management to Western Alliance Bancorporation.
• Primerica in its acquisition of e-TeleQuote, valued on a pre-debt enterprise basis at US$600 million.
• Variant Equity in the sale of Curb Taxi Media to Firefly, a mobile digital out-of-home company.
• Zywave, Inc., a leading Software-as-a-Service (SaaS) provider of front office distribution solutions backed by Clearlake Capital Group, L.P. and Aurora Capital Partners in its acquisition of Insurance Technologies Corporation (ITC), a provider of marketing, rating and management software and services to the insurance industry, from Accel-KKR.
• Palo Alto Networks in its US$265 million acquisition of The Crypsis Group, an incident response, risk management, and digital forensics consulting firm.
• Athene Holding Ltd. in connection with its acquisition of the business of Donlen Corporation from Hertz Global Holdings, Inc.
• Clearlake Capital Group L.P. in the acquisition of Zywave, Inc., a software-as-a-service provider of front office insurance solutions, from Aurora Capital Partners.
• 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 spinoff of Kontoor Brands.
• FMC on its spinoff 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.

*Some of the above matters were handled by Rachel prior to joining Sidley.

• Council Director, Section of Taxation, American Bar Association
• Past 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