Senior Counsel, Tax & Structuring

This is a fully remote position, open to applicants in Massachusetts, +1 more state.

📋 Description

• Identify and enhance tax efficiencies within Red Cell’s funds, portfolio, and transactions.

• Create structures for vehicles that finance portfolio companies and facilitate their exit in an efficient manner, avoiding surprises at closing.

• Collaborate with the General Counsel, Assistant General Counsel: Transactions, internal finance team, corporate lawyers, external counsel, and accounting advisors.

• Develop entity structures for new incubations.

• Evaluate tax terms within purchase agreements.

• Provide briefings to outside counsel regarding fund or feeder structures.

• Offer guidance on formation and QSBS planning, equity and carry structuring, blockers and feeders, tax provisions in financings and sales processes, carve-outs, and international matters.

• Prepare internal memoranda that are utilized by senior leadership.

• Collaborate closely with external tax counsel and accountants.

• Assist deal teams with intricate tax structures.

• Report directly to the General Counsel and operate with significant autonomy.

⛳️ Requirements

• J.D. with a current license to practice law and in good standing within your U.S. jurisdiction.

• Over 7 years of tax experience, with a focus on fund, entity, and transaction structuring at a reputable tax practice and in-house, demonstrating a successful history of independently identifying and implementing tax-efficient structures.

• Significant experience in the tax aspects of M&A, including transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, as well as post-closing tax responsibilities.

• Familiarity with the tax mechanics of venture financings, including SAFEs, convertible notes, and priced preferred rounds, in addition to QSBS planning, 83(b) elections, profits interests, and equity compensation structuring.

• Strong independent judgment under the pressures of deals.

• Team-oriented, energetic, and proactive.

• Preferred: Experience in supporting venture-backed or rapidly growing startups.

• Preferred: LL.M. in Taxation or equivalent expertise in partnership and corporate tax.

• Preferred: Experience in fund formation, blockers and feeders, secondaries, or continuation vehicles.

• Preferred: Knowledge of cross-border structuring, including non-U.S. holding companies, treaty and withholding considerations, and sensitivities of non-U.S. investors.

• Preferred: Experience with AI legal technology or other productivity tools.

🏝️ Benefits

• Career advancement opportunities with the potential for quick progression based on strong performance as the firm expands.

• Comprehensive health care coverage, including medical, dental, and vision, fully paid by the employer for you and your family.

• Paid maternity and paternity leave for 14 weeks at the employee's regular pay.

• Unlimited PTO, subject to management approval.

• Opportunities for professional development and ongoing education.

• Optional 401K, FSA, and equity incentive programs available.

• Mental health benefits accessible through Tara Mind.

• Affordable GLP-1 solutions available through Crux.