Managing Director, Transaction Advisory Services; Special Projects

Overview

Within the Special Projects Group in Transaction Advisory Services (the Managing Director is responsible for advising clients on U.S. federal income tax issues associated with mergers and acquisitions. The Managing Director in this role will be the primary client contact for technical tax work. Tax technical work may involve structuring and restructuring, consolidated return subsidiary share basis and earnings and profits analyses, Section 1202, and transaction cost analyses, with the primary focus of the role will be on Section 382 consultative projects, with the foregoing work streams occurring in the context of Section 382 projects.

The Managing Director will interface with professionals in the firm to drive technological innovation with respect to Section 382 analyses. The responsibilities include working with BDO counterparts in India to increase capacity for Section 382 consulting, training the TAS team and overall tax practice as to Section 382 tax technical topics, and improving BDO’s deliverables, tools, and templates related to Section 382.

This position will review work prepared by Associate, Senior Associate, Manager, Senior Manager, and Director professionals in the Transaction Advisory Services Group, and work with Principals on client optimization strategies. The Managing Director will be involved in marketing, networking, and business development within an area of expertise and specialization and may be asked to provide written tax advice to clients.

Tax Specialization

• Understands the technical and practical issues and opportunities regarding the taxation of corporate mergers, acquisitions, and restructurings involving corporate entities, including (but not limited to):
• Form and ramifications of various taxable asset and stock transactions
• Purchase price allocation rules
• Section 338(h)(10), Section 338(g), and Section 336(e) elections
• Application of Section 1202 to stock dispositions
• Net operating loss and credit limitation rules (e.g., SRLY, Sections 382, 383, and 384);
• Consolidated return regulations related to basis and E&P adjustments;
• Tax considerations for subsidiaries joining or leaving a consolidated group, such as the circular basis adjustment rules, the unified loss rule, NOL allocation rules, excess loss accounts, deferred intercompany transactions, triggering events, excess loss accounts, etc.
• Nonrecognition transactions and general requirements
• Transaction costs and rules related to deductibility and capitalization

• Serves as a primary technical resource for the technical practice areas described above for the Firm and its clients, including with respect to the broader tax practice

Tax Consulting

• Reviews calculations of anticipated tax ramifications of an asset deal relative to a stock deal
• Reads and comments on stock purchase agreements and asset purchase agreements
• Reviews and analyzes purchase price allocations
• Conducts and reviews transaction costs analyses
• Provides tax consulting services to the broader tax practice on tax issues and opportunities with respect to corporate mergers, acquisitions, restructurings, and tax attributes
• Leads Section 382 studies and works with the Special Projects Group Leader to drive BDO’s overall strategy with respect to Section 382
• Reviews step plans for legal entity rationalization/restructuring transactions, including pre-transaction restructurings, post-deal integration entity alignments, and other reorganizations
• Reviews opinions, memoranda, and conducts tax technical research and analysis
• Reviews stock basis and E&P analyses for consolidated groups
• Reviews inside and outside basis analyses for C corporations
• Frames projects and issues for effective delegation to directors, senior managers, managers, senior associates and associates
• Reviews structure decks for taxable and nonrecognition transactions between unrelated third parties

Research

• Identifies when research is needed, clearly and concisely frames issues to be researched, and clearly and concisely reports the analysis
• Applies most Firm and professional standards for preparation of WTA and tax returns
• Involves additional firm specialists, as appropriate

Strategy Development

• Introd…