Associate General Counsel, Tax

MSD Careers•Rockville, MD

1d•Onsite

About The Position

This position leads planning and implementation of MSD’s tax structure and strategy, including entity structuring, tax structuring of intellectual property and other business transactions, LLC and partnership taxation, and cross-border tax planning across MSD’s U.S. and international operations. Reporting to the General Counsel, the role serves as MSD’s primary in-house tax counsel on legal structuring and planning matters, advising Finance and business leadership on tax strategy and structuring, bringing tax planning and structuring work in-house and reducing MSD’s reliance on outside counsel and tax advisors for this work. This role is distinct from, and works in close coordination with, the Vice President, Tax, who owns tax compliance, accounting, reporting, and the day-to-day management of MSD’s relationship with outside tax advisors and other tax compliance providers. MSD will continue to engage outside tax advisors for tax compliance matters and outside counsel for specialized or complex legal matters as needed. This position ensures MSD’s tax structuring positions and strategy comply with applicable law and regulation.

Requirements

J.D. from an accredited law school; active bar membership in good standing.
Minimum of 10 years of relevant tax law experience.
Substantive experience with U.S. federal taxation of LLCs and partnerships (Subchapter K) is required.
Substantive experience with U.S. tax law, especially regarding limited liability companies, partnerships, and corporations and with international tax matters, including cross-border structuring and transfer pricing.
Excellent legal analysis, judgment, and communication skills, with the ability to explain complex tax concepts to non-tax stakeholders.
Demonstrated ability to manage relationships with outside legal counsel, engaging them selectively and managing advisory budgets effectively.
High degree of professional judgment and discretion in handling confidential and commercially sensitive information.
Strong analytical and critical thinking skills with the demonstrated ability to gather, evaluate, and synthesize complex data and information and develop a recommendation and plan of action.
Advanced proficiency in Microsoft Office Suite and other relevant software and tools.

Nice To Haves

A minimum of 5 years of in-house or multinational company tax experience preferred.
Working knowledge of individual-level taxation (e.g., equity compensation, owner-level tax issues) is preferred.
Master of Laws in Taxation (LL.M. in Taxation) a plus, but not required.
Experience in the life sciences, pharmaceutical, or broader regulated industry is a plus.
Multinational company experience strongly preferred.

Responsibilities

Leads legal planning and implementation of MSD’s tax structure, including tax structuring of intellectual property and other business transactions, entity structuring, LLC and partnership taxation matters, and cross-border transactions, with the goal of reducing MSD’s reliance on outside counsel and tax advisors for this work.
Advises General Counsel and CEO on the legal structuring and documentation of intercompany arrangements (e.g., intercompany agreements), partnering with the Vice President, Tax, who owns transfer pricing policy, analysis, and reporting.
Provides legal advice on tax positions and disputes as needed to support the Vice President, Tax, in connection with tax authority audits and inquiries, domestic and foreign.
Advises on the tax implications of commercial agreements, licensing arrangements, and corporate reorganizations.
Monitors changes in tax law affecting entity structuring, LLC/partnership taxation, and cross-border planning, and assesses impact on MSD’s legal structure, coordinating with the Vice President, Tax on broader compliance and reporting impacts.
Advises on tax law matters affecting the structuring of international HR and benefits programs, coordinating with local counsel in MSD’s international jurisdictions as needed (distinct from payroll tax administration, which the Vice President, Tax supports).
Manages relationships with outside tax counsel, engaging them selectively for specialized or complex legal matters, while retaining ownership of tax structuring and planning in-house.
Advises on tax-related provisions in commercial, employment, and vendor contracts.
Provides strategic, risk-calibrated guidance to business stakeholders on tax structuring and planning, translating complex tax concepts into actionable recommendations.
Maintains and enhances internal governance processes, policies, and documentation standards for tax structuring and entity planning matters, distinct from the tax accounting and compliance governance managed by the Vice President, Tax.
Owns tax structuring and planning matters involving LLCs and partnerships (Subchapter K), applying working knowledge of individual-level tax considerations where relevant to MSD’s tax strategy.