The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Rachel Kleinberg, Partner—Tax
Rachel Kleinberg is a tax partner in Davis Polk’s Northern California office. Her practice focuses on advice to corporate and private equity fund clients on the tax aspects of 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.
Rachel graduated with her J.D. from Harvard Law School, her LL.M. from New York University School of Law, and her A.B. in English Literature from Harvard College. She joined Davis Polk in 2003 and was elected partner in 2006. Rachel is vice chair of foreign activities of the U.S. Taxpayers Committee of the Section of Taxation for the American Bar Association, a member of the International Fiscal Association, member of the Taxation Section of the New York State Bar Association, fellow of the American Bar Foundation, and fellow of the American College of Tax Counsel. She is also on the advisory board for the GW Law/IRS 31st Annual Institute on Current Issues in International Taxation. Rachel is recognized as a “Leading Individual” in California Tax by Chambers USA and a “Woman in Tax Leader” by International Tax Review.
Describe your practice area and what it entails.
I represent corporate and private equity clients in structuring mergers and acquisitions, joint ventures, spinoffs, reorganizations, and other transactions to make them as tax efficient as possible.
What types of clients do you represent?
My clients include a mix of private equity firms, including Brookfield Business Partners and Tailwind Capital; corporate clients, including S&P Global and Equinix; and most major financial institutions.
What types of cases/deals do you work on?
I am more of a generalist than your average tax lawyer, and I work on a variety of corporate transactions. The deals I work on involve a mix of financial products, mergers and acquisitions, joint ventures, spinoffs, and international restructurings.
How did you choose this practice area?
When I started law school, I had no idea which area of law would be the best fit and was open to exploring my options. As a summer associate at Davis Polk, I tried out tax and was drawn to the ever-evolving work. I continued to practice tax law as a first-year associate and have never looked back.
What is a typical day like and/or what are some common tasks you perform?
There is no typical day in my practice, and I enjoy the varying work. However, my day could include a mix of advising clients on the phone, marking up agreements, thinking through tough tax problems and structures, and consulting applicable laws. I also collaborate with associates and partners within all practice areas at the firm, since tax touches everything.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I would encourage law students to take any tax classes available to them, but the best training and development truly comes from working on tax aspects of deals at the firm. It is also necessary to develop excellent writing and research skills, as they are of paramount importance to the success of a tax lawyer.
What is the most challenging aspect of practicing in this area?
The combination of complex deals and perpetually changing tax rules and laws keeps me on my toes. I am constantly learning how to apply new rules in the most tax-efficient manner for my clients. While this is the most challenging aspect of the practice area, it is also why I love my job. I am always learning.
What misconceptions exist about your practice area?
Most people assume that tax lawyers need to be mathematicians and have a background in accounting or math. However, I have a bachelor’s degree in English and find that my job is primarily writing and researching. And rather than working on complicated math equations, I am generally using logic to problem-solve.
What are some typical tasks that a junior lawyer would perform in this practice area?
One of the challenges with tax law is that there is not a lot of busy work, and there is a steep learning curve. Early in their careers, associates are performing substantive analysis and are involved in every aspect of a tax deal, ranging from marking up an agreement to researching issues. While this early responsibility is challenging, junior lawyers generally appreciate the opportunity to stretch themselves and work on significant aspects of complex deals.
As a junior attorney, how did you learn the ins-and-outs of the tax code so that you could hit the ground running on your clients’ complex issues?
Succeeding in tax law requires a love of learning. I took as many classes as were available to me and am always reading up on new laws as well as articles by tax scholars and practitioners. As a tax lawyer, you will always be learning substantive law, which keeps things interesting and fulfilling.