Senior Counsel, Tax & Structuring

Red Cell Partners • Washington, DC

9d • $225,000 - $300,000

About The Position

Red Cell Partners is hiring a mission-driven Senior Counsel: Tax & Structuring to identify and drive tax efficiencies across its funds, portfolio companies, and transactions. This is a senior, high-autonomy role for a tax lawyer with deep vehicle and deal-structuring experience. The position works alongside internal finance and corporate legal teams, outside counsel, and accounting advisors to structure the vehicles that fund companies and the transactions through which they may exit.

The Senior Counsel reports to the General Counsel and partners closely with the Assistant General Counsel: Transactions and the internal finance team. The role provides independent tax guidance across the portfolio and at different stages of company and transaction development, including formation and QSBS planning, equity and carried-interest structuring, blockers and feeders, financing and sale-process tax provisions, carve-outs, and cross-border matters. The position prepares internal memoranda for senior leadership, works with outside tax counsel and accountants, and advises deal teams on complex structuring issues.

Red Cell Partners is an incubation firm that builds and invests in technology-led companies in healthcare, cyber, and national security. The company describes its culture as respectful, collaborative, high-standard, hardworking, and good-humored, and offers exposure to AI technologies used by its incubations and internal teams.

Requirements

• J.D. and current license to practice in good standing in a U.S. jurisdiction.
• At least 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 independently identifying and implementing tax-efficient structures.
• Meaningful M&A tax experience, including transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, and post-closing tax obligations.
• Experience with 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, including the ability to make decisions without checking upward and to tell the business when an approach is not advisable.
• Team-oriented, high-energy, and proactive approach to getting work done and improving the work of colleagues.

Nice To Haves

• 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, including non-U.S. holding companies, treaty and withholding considerations, and non-U.S. investor sensitivities.
• Experience using AI legal technology or other productivity tools.

Responsibilities

• Identify and implement tax efficiencies across funds, portfolio companies, and transactions.
• Design entity structures for new incubations and advise on fund and feeder structures.
• Evaluate tax terms in purchase agreements and other transaction documents.
• Advise across company formation and QSBS planning, equity and carried-interest structuring, blockers and feeders, financing and sale processes, carve-outs, and cross-border matters.
• Support the tax aspects of venture financings and M&A transactions.
• Prepare internal memoranda relied upon by senior leadership.
• Work with outside tax counsel, accountants, the internal finance team, internal corporate lawyers, and deal teams.
• Exercise independent judgment on tax matters and communicate recommendations, including when a proposed approach is not advisable.

Benefits

• 100% employer-paid comprehensive medical, dental, and vision coverage for the employee and family.
• Paid maternity and paternity leave for 14 weeks at normal pay.
• Unlimited PTO, with management approval.
• Opportunities for professional development and continued learning.
• Optional 401(k), FSA, and equity incentives.
• Mental health benefits through Tara Mind.
• Cost-effective GLP-1 solutions through Crux.
• Career-track opportunity with potential for rapid advancement based on strong performance as the firm grows.

What This Job Offers

• Job Type: Full-time
• Career Level: Senior
• Education Level: Ph.D. or professional degree