Tax Senior, Transaction Advisory Services

Job Summary:

Within the Special Projects Group in TAS tax, the Tax Senior, Transaction Advisory Services is responsible for advising clients on U.S. federal income tax issues associated with mergers and acquisitions. The Tax Senior, Transaction Advisory Services will be one of the primary client contacts 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. The Tax Senior, Transaction Advisory Services will sometimes prepare these analyses and sometimes review work prepared by Associate professionals in the in the Transaction Advisory Services (TAS Tax) Group, and work with Managers, Senior Managers, Managing Directors, and Principals on client optimization strategies. In addition, the Tax Senior, Transaction Advisory Services is encouraged to 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.

Job Duties:

Tax Specialization

• Develops an in-depth understanding of 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 the broader tax practice.

Tax Consulting

• Calculates anticipated tax ramifications of an asset deal relative to a stock deal and reviews such calculations
• Reads and comments on stock purchase agreements and asset purchase agreements
• Prepares, reviews, and analyzes purchase price allocations
• Conducts and reviews transaction costs analyses
• Prepares and 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 
• Prepares and 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 opinions, memoranda, and conducts tax technical research and analysis
• Prepares and reviews stock basis and E&P analyses for consolidated groups 
• Prepares and reviews inside and outside basis analyses for S corporations
• Prepares and reviews inside and outside basis analyses for C corporations
• Frames projects and issues for effective delegation to associates
• Prepares and 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

Strategy Development

• 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

Supervisory Responsibilities:

• Supervises associates on certain projects and functions as an analyst on more sophisticated projects
• Reviews work prepared by associates, and provides review comments
• Trains associates on how to use all current software tools
• Provides verbal and written performance feedback to ass