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Overview
Lucas Rachuba is a partner in the Tax practice based in the San Francisco and Century City offices. Lucas focuses on private equity and public company M&A, credit funds, hedge funds, venture capital and real estate transactions. His clients include private equity firms, portfolio companies, public companies and stand-alone fund clients. He works with private equity principals, boards of directors and members of senior management. He also advises on various topics related to transaction and fund structuring, including on international issues, taxation of carried interests, QSBS and tax elements of compensation structuring.
Accolades
- Tax, Chambers USA
Education
- Harvard Law School, J.D. (magna cum laude), 1999
- Dartmouth College, A.B. (summa cum laude), 1996
Representations
- Francisco Partners in its acquisition of majority stake in OEConnection from Genstar Capital.
- STG on CAI Software’s merger with Print ePS.
- Semnur Pharmaceuticals on closing of business combination with Denali Capital Acquisition.
- The Original Fit Factory on $500 million business combination with ESH Acquisition Corp.
- Vector Capital Management in growth buyout of SingleStore.
- STG in Yodlee Purchase.
- Paige.AI in $81.25 million acquisition by Tempus AI.
- STG Partners in its definitive agreement to acquire Movable Ink.
- STG in definitive agreement to purchase Yodlee.
- Captiv8 in acquisition by Publicis Groupe.
- Lenders in ZIPS Car Wash Chapter 11 restructuring exit.
- BKM Capital Partners in forming $1.5 billion real estate platform with Kayne Anderson Real Estate.
- Amentum in agreement to divest rapid solutions product business to Lockheed Martin.
- Organovo Holdings in sale of FXR program to Eli Lilly.
- Vantage Discovery in sale to Shopify.
- 908 Devices in sale of bioprocessing PAT device portfolio to Repligen Corporation.
- Artemis Real Estate Partners on sale to Barings.
- CaseWorthy on Eccovia acquisition.
- Fisher Investments in $3 billion strategic investment by Advent International and ADIA.
- CAI on the acquisition of Parsable, Inc..
- Semnur Pharmaceuticals, Inc. in $2.5 billion SPAC merger agreement with Denali Capital Acquisition Corp.
- Marubeni Corporation on strategic investment in Wheels, partnering with Apollo Funds.
- Varicent and Great Hill Partners on strategic investment from Warburg Pincus, Great Hill Partners and Spectrum Equity.
- Hanwha in acquisition of Philly Shipyard.
- Goldman Sachs in Thoma Bravo’s $5.3 billion acquisition of Darktrace.
- Morgan Stanley, J.P. Morgan, Rabo Securities and the other underwriters in AGCO Corporation’s inaugural $1.1 billion senior notes offering.
- Equilend in sale to WCAS.
- Underwriters on Chesapeake Utilities Corporation’s common stock offering.
- Lenders in connection with Legends’ acquisition of ASM Global.
- Spearmint Energy on $92 million tax equity financing for battery energy storage project in ERCOT.
- Underwriters on ONEOK’s $5.25 billion senior notes offering.
- Symphony Technology Group in $1.4 billion take-private of Avid Technology.
- Vance Street Capital Management and Micronics Engineered Filtration Group in acquisition of AFT.
- Freedom Acquisition I Corp. in business combination with Complete Solaria.
- Symphony Technology Group in acquisition of Wrike.
- Quotient Technology, Inc. in $430 million business combination with Neptune Retail Solutions.
- Symphony Technology Group in $1.5 billion acquisition of Momentive Global.
- Vector Capital in acquisition of Riverbed Technology.
- Sisecam Chemical Resources LLC in acquisition of Sisecam Resources LP.
- Oakley Capital portfolio company vLex in acquisition of Fastcase.
- PartnersAdmin LLC in sale to TMF Group.
- Symphony Technology Group in $1.5 billion acquisition of Momentive Global.
- Jaguar Global Growth Corporation I in business combination with GLAAM.
- Clarion Capital in majority stake acquisition of Vin Di Bona Productions.
- IEQ Capital in a growth investment from Stone Point Capital LLC.
- Vector Capital in sale of MarkLogic to Progress.
- Underscore Talent in sale of majority stake to TheSoul Publishing.
- HyperloopTT in business combination with Forest Road Acquisition Corporation II.
- Oak Hill Advisors in one of largest-ever private U.S. conservation-focused forest investments.
- Prize in business combination with Rose Hill Acquisition Corporation.
- Digital Transformation Opportunities Corp. in its merger with American Oncology Network.
- Vector Capital and its portfolio company Planful in its acquisition of Plannuh.
- The Riverside Company in its acquisition of Siffron.
- FiscalNote in its $1.3 billion business combination and becoming a publicly traded company.
- Nomi Health in the acquisition of Everyone Health and Sano Surgery.
- Orchestra BioMed in merger with Health Sciences Acquisitions Corporation 2, strategic collaboration and closing of Series D financing.
- The special committee of the Board of Directors in the sale of US Well Services to ProFrac.
- Guggenheim Partners in a Series B2 round in Acrisure.
- Symphony Technology Group and its portfolio company Onclusive in its acquisition of Critical Mention.
- Canopy Growth in the acquisition of Jetty.
- Brex in the acquisition of Pry Financials.
- Guggenheim Investment Management in a Series B funding round in OnCorps.
- Vector Capital and its portfolio company MoxiWorks in the acquisition of ActivePipe.
- Symphony Technology Group in the sale of eProductivity Software from Electronics for Imaging.
- Symphony Technology Group and Dodge Construction Network in a sale of a portion of STG investment in Dodge to Clearlake Partners and an additional investment by Clearlake into Dodge.
- Guggenheim Partners in an investment in Wire 3.
- Vector Capital and MarkLogic in the acquisition of Smartlogic.
- Guggenheim Partners in its investment in Kitman Labs.
- Oak Hill Advisors in its joint venture with Bluesource (seller of carbon credits) to acquire $500 million of woodlands to generate carbon offset credits.
- Vector Capital in the combination of CM Group with Insight Capital’s Cheetah Digital.
- Canopy Growth in the acquisition of Wana Brands.
- Vector Capital and its portfolio company Mood Media in its acquisition of PlayNetwork from Octave Group.
- Francisco Partners in its majority investment in and RugsUSA and acquisition of a stake in RugsUSA from Comvest Partners.
- L2 Point and Morgan Stanley Private Credit in a $60 million investment in Revolution Foods.
- HIG Capital in the acquisition of Jackson Paper Manufacturing.
- FiscalNote in its acquisition of Predata.
- Brex in its acquisition of Weav.
- Francisco Partners in its and Accel-KKR’s $550 million investment in Vendavo.
- Symphony Technology Group in its sale of Connexity to Taboola.
- Symphony Technology Group and Winshuttle in its acquisition by Clearlake and Precisely.
- Symphony Technology Group in the $1.2 billion acquisition of FireEye's products business.
- Symphony Technology Group and its portfolio company Escalent in the acquisition of Grail Insights from NewQuest Capital Partners.
- Symphony Technology Group in its agreement to sell SPH Analytics to Press Ganey.
- Symphony Technology Group-backed Cadmium CD in the acquisition of CommPartners.
- Symphony Technology Group in its $4 billion acquisition of the Enterprise business of McAfee.
- A New York-based private equity fund on its acquisition of an Australian mortgage business.
- A San Francisco-based private equity fund on the recapitalization and IPO of its portfolio company.
- A Los-Angeles based private equity fund on multiple international acquisitions.
- Los Angeles and New York-based publicly-traded partnerships on converting to corporations post-2017 tax reform.
- Various private equity and hedge fund professionals on solutions to the new “three-year carry” capital gain rules.
- A Los Angeles-based credit fund manager on the tax implications of setting up a Japanese KK subadvisor.
- Various industry professionals on self-employment tax strategies.
- An energy fund on Latin American power purchase agreement investments.
- A Singapore sovereign wealth fund on investments in loan origination and life settlement platforms.
- A sovereign wealth fund on the implications of 2017 tax reform for its MNC investee companies, such as airlines and telecoms.
- A U.S. credit fund on airplane leasing transactions in Ireland.
- Clients on the U.S. tax aspects of structuring an India-focused VC/PE fund.
- A U.S. hedge fund on a restructuring of an Atlanta-based real estate investment.
- A U.S. credit fund on setting up an Irish treaty platform for its direct lending investments.
- A Canadian sovereign wealth fund on an acquisition of multiple U.S. partnerships and corporations from a San Francisco private equity fund.
- A Hong Kong-based asset manager on U.S. tax deferral techniques/platforms.
- A credit fund on the acquisition of multiple blocker entities from a U.S. private equity fund.
- Clients on the availability of foreign tax credits for a withholding tax imposed on a series of VC funds selling an India investment to a multinational retailer.
- A hedge fund on the acquisition of Latin American receivables.
- A Middle Eastern sovereign fund on investment in a Brazil clean energy platform.
News
- Paul Hastings Advises ThreatModeler on Its Acquisition of IriusRisk - January 16th, 2026
- Paul Hastings Advises Mavik on Closing of Its Mavik Real Estate Special Opportunities VS2 Fund - December 23rd, 2025
- Paul Hastings Advises SAI360 on Its Acquisition of Plural Policy - December 12th, 2025
- Paul Hastings Advises Francisco Partners in Its Acquisition of Majority Stake in OEConnection From Genstar Capital - November 11th, 2025
- Paul Hastings Advises STG on CAI Software’s Merger With Print ePS - October 10th, 2025
- Paul Hastings Advises Semnur Pharmaceuticals on Closing of Business Combination With Denali Capital Acquisition - September 23rd, 2025
- Paul Hastings Advises The Original Fit Factory on $500 Million Business Combination With ESH Acquisition Corp. - September 16th, 2025
- Paul Hastings Advises Vector Capital Management in Growth Buyout of SingleStore - September 10th, 2025
- Paul Hastings Advises STG in Yodlee Purchase - September 4th, 2025
- Paul Hastings Advises Paige.AI in $81.25 Million Acquisition by Tempus AI - August 27th, 2025
- Paul Hastings Advises STG Partners in Its Definitive Agreement to Acquire Movable Ink - June 27th, 2025
- Paul Hastings Advises STG in Definitive Agreement to Purchase Yodlee - June 26th, 2025
- Paul Hastings Advises Captiv8 in Acquisition by Publicis Groupe - May 22nd, 2025
- Paul Hastings Advises Lenders in ZIPS Car Wash Chapter 11 Restructuring Exit - May 8th, 2025
- Paul Hastings Advises BKM Capital Partners in Forming $1.5 Billion Real Estate Platform With Kayne Anderson Real Estate - May 7th, 2025
- Paul Hastings Advises Amentum in Agreement to Divest Rapid Solutions Product Business to Lockheed Martin - April 23rd, 2025
- Paul Hastings Advises Organovo Holdings in Sale of FXR Program to Eli Lilly - March 26th, 2025
- Paul Hastings Advises Vantage Discovery in Sale to Shopify - March 21st, 2025
- Paul Hastings Advises 908 Devices in Sale of Bioprocessing PAT Device Portfolio to Repligen Corporation - March 4th, 2025
- Paul Hastings Advises Artemis Real Estate Partners on Sale to Barings - February 18th, 2025
Insights
- Treasury and IRS Issue Final and Proposed Regulations Under Section 892 of the Code - December 16th, 2025
- One Big Beautiful Bill Act — A Private Equity Perspective - July 28th, 2025
- Qualified Small Business Stock Tax Benefits Expanded for Early-Stage Companies and Investors - July 16th, 2025
- Update: Senate Finance Committee Releases Its Version of Section 899 of the One Big Beautiful Bill - June 18th, 2025
- Section 899 of the One Big Beautiful Bill — Focus on Tax and Private Funds - June 16th, 2025
- Treasury Issues New Guidance Affecting Sovereign Wealth Funds, Qualified Foreign Pension Funds, and Domestically Controlled REITs and RICs - January 9th, 2023
- U.S. Senate Passes Inflation Reduction Act - August 10th, 2022
- Proposed Legislation Threatens to Upend Carried Interest Rules - August 2nd, 2022
Engagement & Publications
Speaking Engagements
- "Private Equity and the One Big Beautiful Bill Act: Opportunities and Challenges,” Strafford, Speaker (Sept. 30, 2025)
- "UBTI issues," Stanford Management Company annual legal counsel conference, Palo Alto, Speaker
- Wells Fargo Tax Reform panel for hedge funds, San Francisco, Speaker
- BofA Merrill Lynch hedge fund tax roundtable, San Francisco, Speaker
- PEI Private Equity Conference, San Francisco, Speaker
- American Bar Association Tax Committee meeting, San Francisco, Speaker
- EY Alternative Funds Symposia, San Francisco and Los Angeles, Speaker
- EY International Tax Conferences, New York and Singapore, Speaker