Senior Counsel, Tax & Structuring

About Us

Red Cell Partners is an incubation firm building and investing in rapidly scalable technology-led companies that are bringing revolutionary advancements to market in three distinct practice areas: healthcare, cyber, and national security. United by a shared sense of duty and deep belief in the power of innovation, Red Cell is developing powerful tools and solutions to address our Nation’s most pressing problems.

Red Cell is hiring a mission-drivenSenior Counsel:Tax & Structuringtofindanddrive tax efficienciesacross our funds, our portfolio, and our transactions. This is a senior, high-autonomy role for a tax lawyerwith deep vehicle and deal structuring experience who wants to put it to workacross a portfolio, alongsideourinternalfinance team, internalcorporate lawyers,outside counsel,and accounting advisors. At Red Cell, we build and invest in companies tackling some of the mostchallengingproblems in healthcare, cyber, and national security.

You’ll help make that possiblethrough your rolestructuring the vehicles that fund those companies and the transactions that ultimately exit them — efficiently, and without surprises at closing.

You’ll report to ourGeneral Counsel, while also partnering closely with ourAssistantGeneral Counsel: Transactionsandour internal finance teamtofind ways for us to operate more efficiently from a tax perspective, with the independence to make the call without day-to-day supervision. You might design the entity structure for a new incubation one day, pressure-test the tax terms of a purchase agreement the next, and brief outside counsel on a fund or feeder structure the week after.

You’ll work across the portfolio and across stages — formation and QSBS planning, equity and carry structuring, blockers and feeders, the tax provisions in financings and sale processes, carve-outs, and the cross-border questions that come with investors and operations outside the U.S. You’ll write the internal memos that senior leadership relies on,work closely withoutside tax counsel and accountants, and be the person the deal team calls when the structure gets hard.The companies you support aresolving hard problems in healthcare, cyber,andnational security, andthe legal work here is a path to impact, not a cost center.

We workhard andbelieve in what we’re building. And we take our work seriously, but not ourselves. We treat each other with respect (even when things get stressful—which they will!), and we have zero tolerance for arrogance or unkindness. Hard work, high standards, and good humor are the foundation of everything we do.You’ll also get access and exposure to the leading edge of AI:from our incubations creating new tools and functionality to our internal teams using the latesttechnologyto learn better and more effective ways of working.

We’re most excited about candidates whobuilttheirtax and structuring practice at a strong firm and then took that experience in-house, where the answer has to be practical as well as right.

Qualifications

Required

• •J.D. and currently licensed to practiceand in good standing in your U.S. jurisdiction
• •7+ years oftax experience, including substantial fund, entity, and transaction structuring work at a strong tax practice and in-house, with a demonstrated track record ofidentifying and implementing tax-efficient structures independently
• •Meaningfulexperience onthe tax side of M&A — transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, and post-closing taxobligations
• •Experiencewiththe tax mechanics ofventure financings — SAFEs,convertible notes,and priced preferred rounds —plus QSBS planning, 83(b) elections, profits interests,andequity compensation structuring
• •Sound, independent judgment under deal pressure. You cantakea position, make the call without checking upward, and tell the business when the answer is no.
• •Team-oriented, high-energy, and proactive. You are someone who gets things done and makes the work better for everyone around them.

Preferred

• •Experiencesupporting 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 — 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: $225,000-$300,000 base. This represents the typical salary range for this position based on experience, skills, and other factors.
• Our Red Cell Partners Benefits (may differ for each incubation):
• For full-time roles
• 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.
• We’re an Equal Opportunity Employer: You’ll receive consideration for employment without regard to race, sex, color, religion, sexual orientation, gender identity, national origin, protected veteran status, or on the basis of disability.

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