Senior Counsel, Tax & Structuring

Red Cell Partners; Oregon; Híbrido; USD 225.000 - 300.000; Jornada completa

Ventajas ofrecidas por este puesto de trabajo

Health care for you and family

Paid maternity/paternity leave

Unlimited PTO

Professional development opportunities

401K and equity incentives

Descripción de la vacante

Red Cell Partners is seeking a mission-driven Senior Counsel: Tax & Structuring to design tax-efficient vehicles and deal structures across funds, portfolio companies, and transactions. You will partner with the General Counsel, Assistant GC: Transactions, and the finance team to optimize tax outcomes while ensuring compliance.

You will structure incubation entities, assess cross-border issues, manage QSBS planning, and advise on venture financings.

Formación

• J.D. with active U.S. license
• 7+ years of tax experience in funds, entities and transactions
• Experience in M&A tax structuring, diligence and post-closing
• Venture financing tax mechanics including SAFEs and convertible notes
• Ability to work independently under deal pressure
• Team-oriented and proactive

Responsabilidades

• Structure incubation vehicles and fund structures across the portfolio
• Evaluate and optimize tax terms in transactions and financings
• Brief outside counsel and coordinate with finance and accounting
• Provide tax diligence and coordination on cross-border issues
• Draft internal memos for senior leadership

Conocimientos

Fund structuring

M&A tax

Venture financing tax

QSBS planning

Independent judgment

Educación

J.D. with active U.S. license

LL.M. in Taxation

Descripción del empleo

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‑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.

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 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. 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.

Qualifications: 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.

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.