Tax Director, Transaction Advisory Services; M&A Tax

Job Summary
Within the Special Projects Group in TAS tax, the Tax Director is responsible for advising clients on U.S. federal income tax issues associated with mergers and acquisitions. The role serves as 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.

It also involves reviewing work prepared by Associate, Senior Associate, and Manager professionals, collaborating with Managing Directors and Principals on client optimization strategies, and contributing to marketing, networking, and business development activities.

• 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 circular basis adjustment rules, the unified loss rule, NOL allocation rules, excess loss accounts, deferred intercompany transactions, trigger events, etc.
• Nonrecognition transactions and general requirements
• Transaction costs and rules related to deductibility and capitalization
• Serves as a primary technical resource for the above practice areas for the Firm and its clients, including broader tax practice engagement.

• 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 cost analyses
• Reviews Section 1202 structuring analyses, applies and strategically implements Section 1202 requirements to client facts
• Provides tax consulting services on corporate mergers, acquisitions, restructurings, and tax attributes to the broader tax practice
• 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, frames issues concisely, and reports analysis clearly
• Applies 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., reducing taxes or expenses, 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

• 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 current software tools and tax technical skills improvement
• 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

• 9 or more years of prior relevant tax experience and/or public accounting, private industry accounting, or legal experience in three or more of the areas listed below are required:
• Knowledge of Section 382, and experience in preparing, reviewing, and auditing Section 382 studies
• Knowledge of consolidated return regulations, specifically experience in preparing, reviewing, and auditing consolidated subsidiary share basis and earnings and profits analyses
• Knowledge of Section 1202 and experience preparing and reviewing Section 1202 analyses
• Experience in preparing,…