Senior Counsel, Tax & Structuring

Red Cell Partners

. Find and drive tax efficiencies across Red Cell’s funds, portfolio, and transactions .

Posted 10/27/2026full-timeRemote • United StatesSenior💰 $225,000 - $300,000 per yearWebsite

Core Competencies

Role fit

Core Competencies

Use this summary to align your resume positioning with the role.

Demonstrates extensive expertise in tax structuring for funds and transactions, with a strong focus on M&A, venture financing, and compliance. Capable of advising on complex tax matters while collaborating effectively with legal and financial teams.

Highest-signal resume keywords

J.D. Licensed To Practice7+ Years Tax ExperienceM&A Transaction StructuringVenture Financing Tax MechanicsCross-Border Structuring

ATS Keywords

Tailor your resume

Applicant Tracking System Keywords

Tip: use these terms in your resume and cover letter to boost ATS matches.

Hard Skills

Tax Efficiency StrategiesEntity StructuringTax DiligenceNegotiation Of Tax RepresentationsQSBS PlanningEquity Compensation StructuringCarve-OutsTax Provisions In FinancingsPost-Closing Tax ObligationsIndependent Judgment Under Deal Pressure

Soft Skills

Team-OrientedHigh-EnergyProactive

Tools & Technologies

AI Legal TechProductivity Tools

Certifications & Qualifications

LL.M. In Taxation

Industry Keywords

Fund FormationBlockers And FeedersVenture-Backed StartupsNon-U.S. Holding CompaniesTreaty And Withholding Considerations

About the role

Key responsibilities & impact

Find and drive tax efficiencies across Red Cell’s funds, portfolio, and transactions
Structure vehicles that fund portfolio companies and transactions that exit them efficiently and without surprises at closing
Partner with the General Counsel, Assistant General Counsel: Transactions, internal finance team, corporate lawyers, outside counsel, and accounting advisors
Design entity structures for new incubations
Pressure-test tax terms of purchase agreements
Brief outside counsel on fund or feeder structures
Advise across formation and QSBS planning, equity and carry structuring, blockers and feeders, tax provisions in financings and sale processes, carve-outs, and cross-border matters
Write internal memos relied upon by senior leadership
Work closely with outside tax counsel and accountants
Support deal teams on complex tax structures
Report to the General Counsel and operate with high autonomy

Requirements

What you’ll need

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, with a demonstrated track record of identifying and implementing tax-efficient structures independently
Meaningful experience on the tax side of M&A — transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, and post-closing tax obligations
Experience with the tax mechanics of venture financings — SAFEs, convertible notes, and priced preferred rounds — plus QSBS planning, 83(b) elections, profits interests, and equity compensation structuring
Sound, independent judgment under deal pressure
Team-oriented, high-energy, and proactive
Preferred: Experience supporting venture-backed or high-growth startups
Preferred: LL.M. in Taxation, or equivalent depth in partnership and corporate tax
Preferred: Experience with fund formation, blockers and feeders, secondaries, or continuation vehicles
Preferred: Familiarity with cross-border structuring — non-U.S. holding companies, treaty and withholding considerations, and non-U.S. investor sensitivities
Preferred: Experience using AI legal tech or other productivity tools

Benefits

Comp & perks

Career track opportunity with potential for rapid advancement with strong performance as the firm grows
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