Tax Director, Transaction Advisory Services; M&A Tax

Job Summary

Within the Special Projects Group in TAS tax, the Tax Director, Transaction Advisory Services (TAS Tax) is responsible for advising clients on U.S. federal income tax issues associated with mergers and acquisitions. The Tax Director in this role will be the primary client contact for technical tax work, including structuring and restructuring, Section 382 analyses, consolidated return subsidiary share basis and earnings and profits analyses, Section 1202 analyses, and transaction cost studies.

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

• 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

• 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
• Reviews Section 1202 structuring analyses, understands and strategically applies Section 1202 requirements to client facts
• Provides tax consulting services to the broader tax practice on tax issues and opportunities with respect to corporate mergers, acquisitions, restructurings, and tax attributes
• Reviews Section 382 studies
• Prepares and reviews step plans for legal entity rationalization/restructuring transactions, including pre-transaction restructurings, post-deal integration entity alignments, and other reorganizations
• Drafts and 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 S corporations
• Reviews inside and outside basis analyses for C corporations
• Frames projects and issues for effective delegation to senior associates and associates
• Prepares and reviews structure decks for taxable and nonrecognition transactions between unrelated third parties

• 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

• Introduces and develops new or improved ideas for clients, the Firm, or Firm personnel, e.g., by reducing taxes or expenses or providing non-tax benefits
• Reviews studies of tax implications and offers clients alternative courses of action
• Identifies and leverages lessons learned on prior projects, and offers input on how to improve processes and methods

Other duties as required

• Supervises associates, senior associates, managers, and/or senior managers on all projects
• Reviews work prepared by associates, senior associates, managers, and/or senior managers and provides review comments
• Trains associates, senior associates, managers, and senior managers on how to use all current software tools and to improve tax technical skills
• Acts as a Career Advisor to associates, senior associates, managers, and senior managers
• Schedules and manages workload of associates, senior associates, managers, and senior managers
• Provides verbal and written performance feedback to associates, senior associates, managers, and senior managers

• Bachelor’s degree required; major in Accounting, Finance, Economics, or Statistics, preferred
• Juris Doctor (JD or Master of Laws (LLM) with a focus on tax, preferred
• Master’s degree in Accounting or Tax,…