Senior Associate - US Tax

Purpose of Position

Due to the growing volume and complexities surrounding fund / client dedicated product formation, investment closings, carry and corporate group tax matters, a senior hire is required to (i) work closely with internal legal and investment teams on fund tax matters and (ii) contribute to the expansion of the investment (and corporate group) tax function.

 This critical role will be firstly responsible for overseeing all tax aspects related to our transactional diligence processes for new investments (and divestitures), as well as providing expert tax guidance on the formation and structuring of new commingled and client-dedicated funds. Secondary responsibilities will include fund and corporate group global tax compliance, partnered with management of tax and finance team members.

The ideal candidate will possess a deep understanding of tax issues encountered across private markets strategies (equity, credit, infrastructure, secondaries, real estate), international tax principles and compliance requirements, private markets fund structures and commercial approaches and have a desire to sit across a wide range of tax ventures.

Key Responsibilities

Transactional Tax Diligence:

• Lead and manage tax diligence efforts for prospective acquisitions, including reviewing target company tax returns, financial statements, and legal documents to identify tax risks, exposures, and opportunities specific to proposed Pantheon participating investors.
• Analyse complex transaction structures (e.g., stock purchases, asset purchases, mergers, joint ventures) and advise on optimal tax structuring to minimize tax leakage and support investment teams in developing appropriate bids and enhance post-acquisition value.
• Advise / calculate withholding and transfer taxes on certain investments (including ECI / FIRPTA withholding) and arrange for any relevant tax payments / filing requirements associated with transactions to be timely made.
• Collaborate closely with investment teams, legal counsel, and external tax advisors to identify and mitigate tax-related deal risks based on the Pantheon investor base.
• Participate in fund allocation meetings, clarifying any organizational matters relevant for tax (e.g. allocation, funding).
• Review and negotiate tax provisions in transaction documents including purchase agreements, transfer agreements and side letters.
• Assist external legal counsel with investment closing execution tax matters including, but not limited to, completion of checklists, formation of deal level special purpose vehicles, preparation of investor tax declarations/exemption formations,
• Support tax aspects of divestitures, portfolio fund exits and liquidations.
• Design programs to carry investment closing information through to the tax compliance providers to allow for proactive tax compliance planning.

Fund Formation & Structuring:

• Provide internal tax advice on the formation, structuring, and ongoing operation of new private markets funds, client co-investment and overage vehicles.
• Analyse the tax implications of various fund structures (e.g., partnerships, corporations, blockers, parallel funds) for domestic and international investors in conjunction with operational and administrative considerations.
• Work with legal counsel on drafting and reviewing offering memoranda, limited partnership agreements, side letters and other fund formation documents.
• Finalize other tax matters associated with fund launches including, but not limited to, relevant entity and VAT registrations on formations.
• Engage in fundraising initiatives including drafting of tax structure papers, addressing prospective investor tax questionnaires and attending diligence calls / meetings.
• Assist with investor closings including review of tax sections in confidential investor questionnaires and side