Senior Counsel, Tax & Structuring

Red Cell Partners • Boston, WA

9d

About The Position

Red Cell Partners is hiring a mission-driven Senior Counsel, Tax & Structuring to identify and implement tax efficiencies across its funds, portfolio companies, and transactions. This senior, high-autonomy role applies deep vehicle and deal structuring experience across the portfolio, working alongside the internal finance team, internal corporate lawyers, outside counsel, and accounting advisors. The role reports to the General Counsel and partners closely with the Assistant General Counsel: Transactions and the internal finance team, with independence to make decisions without day-to-day supervision.

The position supports companies in healthcare, cyber, and national security across formation and QSBS planning, equity and carried-interest structuring, blockers and feeders, tax provisions in financings and sale processes, carve-outs, and cross-border matters involving investors and operations outside the United States. The Senior Counsel writes internal memos for senior leadership, works with outside tax counsel and accountants, and advises deal teams on complex structures. The role offers exposure to AI tools and technology used by Red Cell’s incubations and internal teams. Red Cell describes its culture as high-standard, collaborative, respectful, and good-humored.

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 experience with M&A tax matters, including transaction structuring, tax diligence, negotiation of tax representations, covenants and indemnities, and post-closing tax obligations.
• Experience with venture financing tax mechanics, including SAFEs, convertible notes, and priced preferred rounds; 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 tell the business when the answer is no.
• Team-oriented, high-energy, proactive approach, with a record of getting things done and improving the work of those around you.

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.
• Support formation and QSBS planning, equity and carried-interest structuring, blockers and feeders, financings, sale processes, carve-outs, and cross-border tax questions.
• Advise on the tax side of M&A, including transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, and post-closing tax obligations.
• Advise on tax mechanics for venture financings, including SAFEs, convertible notes, and priced preferred rounds, as well as 83(b) elections, profits interests, and equity compensation.
• Prepare internal memos relied on by senior leadership.
• Work closely with outside tax counsel, accountants, the internal finance team, corporate lawyers, and deal teams.
• Exercise independent judgment under deal pressure and communicate when a proposed course of action is not appropriate.

Benefits

• 100% employer-paid comprehensive medical, dental, and vision coverage for employees and their families.
• 14 weeks of paid maternity and paternity leave at normal pay.
• Unlimited paid time off, with management approval.
• Professional development and continued-learning opportunities.
• 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