Senior Counsel, Tax & Structuring

Overview

The organization is seeking a Senior Counsel: Tax & Structuring to identify and drive tax efficiencies across funds, portfolio companies, and transactions. This is a senior, high-autonomy role for a tax lawyer with deep experience in vehicle and deal structuring who will work closely with internal finance and legal teams, as well as outside counsel and accounting advisors.

In this role, you will help structure the vehicles and transactions that fund companies and ultimately support exits—efficiently and without surprises at closing. Work spans the portfolio and multiple stages, including formation and QSBS planning, equity and carry structuring, blockers and feeders, tax provisions in financings and sale processes, carve-outs, and cross-border questions involving investors and operations outside the U.S.

You will report to General Counsel and partner closely with the Assistant General Counsel: Transactions and the internal finance team.

Responsibilities

• Develop and implement tax-efficient structures independently across funds, entities, and transactions
• Structure incubation and portfolio vehicles, including entity structure design
• Pressure-test tax terms in purchase agreements and other transaction documents
• Support fund and feeder structures by briefing outside counsel
• Handle tax-side M&A responsibilities, including:
  • Tax diligence
  • Negotiation of tax representations
  • Negotiation of tax covenants and indemnities
  • Post-closing tax obligations
• Advise on the tax mechanics of venture financings, including:
  • SAFEs
  • Convertible notes
  • Priced preferred rounds
• Support QSBS planning, 83(b) elections, profits interests, and equity compensation structuring
• Triage deal pressure with independent judgment—taking positions and making calls without day-to-day supervision
• Draft internal memoranda for senior leadership
• Coordinate with outside tax counsel and accountants
• Serve as a key resource for the deal team when structuring issues become complex

Requirements

• 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 (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, including the ability to make decisions without checking upward and to advise the business when an approach is not viable
• Team-oriented, proactive, and able to deliver under high standards

Preferred Qualifications

• 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 tech or other productivity tools

Compensation & Benefits

• Base salary: $225,000–$300,000 (typical salary range based on experience, skills, and other factors)

For full-time roles, benefits include (may differ for each incubation):

• 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

Location

United States

Equal Opportunity Employer

The organization provides consideration for employment without regard to race, sex, color, religion, sexual orientation, gender identity, national origin, protected veteran status, or disability.