Senior Counsel, Tax & Structuring

Red Cell is hiring a mission-driven Senior Counsel: Tax & Structuring to find and drive tax efficiencies across our funds, our portfolio, and our transactions. This is a senior, high-autonomy role for a tax lawyer with deep vehicle and deal structuring experience who wants to put it to work across a portfolio, alongside our internal finance team, internal corporate lawyers, outside counsel, and accounting advisors.  At Red Cell, we build and invest in companies tackling some of the most challenging problems in healthcare, cyber, and national security. You’ll help make that possible through your role structuring the vehicles that fund those companies and the transactions that ultimately exit them — efficiently, and without surprises at closing.

You’ll report to our General Counsel, while also partnering closely with our Assistant General Counsel: Transactions and our internal finance team to find 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 with outside tax counsel and accountants, and be the person the deal team calls when the structure gets hard. The companies you support are solving hard problems in healthcare, cyber, and national security, and the legal work here is a path to impact, not a cost center.

We work hard and believe 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 latest technology to learn better and more effective ways of working.

We’re most excited about candidates who built their tax 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 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 taxobligations

• 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.  You can take a 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:

• 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 — 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.