Senior Counsel, Tax & Structuring

The role

This person will find and drive tax efficiencies across funds, portfolio companies, and transactions. They will design entity structures, pressure-test tax terms in purchase agreements, and manage tax provisions for financings and sale processes.

What you will do

• Find and drive tax efficiencies across funds, portfolio, and transactions
• Structure vehicles that fund companies and transactions that exit them
• Design entity structures for new incubations
• Pressure-test tax terms of purchase agreements
• Brief outside counsel on fund or feeder structures
• Manage formation and QSBS planning, equity and carry structuring, blockers and feeders
• Handle tax provisions in financings and sale processes, carve-outs, and cross-border questions
• Write internal memos for senior leadership

Required qualifications

• J.D. and currently licensed to practice and in good standing in your U.S. jurisdiction
• 7 + years of tax experience, including substantial fund, entity, and transaction structuring work at a strong tax practice and in-house
• Demonstrated track record of identifying and implementing tax-efficient structures independently
• Meaningful experience on the tax side of M&A including transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, and post-closing tax obligations
• Experience with the tax mechanics of venture financings including SAFEs, convertible notes, and priced preferred rounds
• Experience with QSBS planning, 83(b) elections, profits interests, and equity compensation structuring
• Sound, independent judgment under deal pressure

Nice to have

• Experience supporting venture-backed or high-growth startups
• LL.M. in Taxation, or equivalent depth in partnership and corporate tax
• Experience with fund formation, blockers and feeders, secondaries, or continuation vehicles
• Familiarity with cross-border structuring
• Experience using AI legal tech or other productivity tools

Benefits

• Career track opportunity with potential for rapid advancement
• 100% employer paid, comprehensive health care including medical, dental, and vision for you and your family
• Paid maternity and paternity for 14 weeks at employees' normal pay
• Unlimited PTO, with management approval
• Opportunities for professional development and continued learning
• Optional 401K, FSA, and equity incentives available
• Mental health benefits are available through Tara Mind
• Cost effective GLP-1 solutions available through Crux

About the company

Red Cell Partners is an incubation firm building and investing in rapidly scalable technology-led companies in healthcare, cyber, and national security.