M&A Tax Advisory, Senior Manager

Overview

This role leads day-to-day tax due diligence and structuring engagements for mergers, acquisitions, and other strategic transactions. The position is highly visible and client-facing, serving as the primary tax lead throughout the transaction lifecycle—from kickoff through deal close.

Responsibilities

• Lead day-to-day tax due diligence and structuring for buy-side and sell-side M&A transactions across a variety of deal sizes and industries.
• Serve as the primary tax advisor to clients, deal teams, legal counsel, and investment professionals.
• Scope transactions, identify key tax risks and structuring opportunities, and tailor analyses based on client objectives and the transaction profile.
• Manage timelines, deliverables, and budgets while ensuring high-quality, deadline-driven execution.
• Identify, analyze, and quantify federal, state, and local tax risks associated with target companies and transaction structures.
• Perform and review transaction tax structuring analyses, including:
  • Step-up and basis modeling (asset vs. stock acquisitions, 338(h)(10), 336(e), partnership transactions)
  • Section 382 limitation analyses and modeling of tax attribute utilization
  • Tax attribute modeling, including NOLs, credits, and deferred tax attributes
  • Step plan and transaction sequencing analyses to assess tax consequences and manage risk
• Review acquisition structures, post-closing integration considerations, and exit planning implications.
• Advise on tax-related purchase agreement provisions, including indemnities, escrows, representations, and tax covenants.
• Prepare and review diligence reports, structuring memoranda, and executive summaries that clearly explain risks, opportunities, and financial impacts.
• Collaborate with other team members, including FDD and tax subject matter specialists.
• Lead and mentor engagement teams, providing technical guidance, coaching, and real-time feedback.
• Review workpapers and analyses for technical accuracy, consistency, and clarity.
• Develop team members’ diligence and structuring capabilities and reinforce best practices.
• Support business development efforts, including proposal development, transaction scoping, and client pitches.
• Contribute to knowledge sharing, training, and ongoing improvement of diligence and structuring methodologies.

Required Qualifications

• 6–8 years of experience in M&A/transaction tax with public accounting, Big 4, advisory firm, or comparable environment, with meaningful responsibility for both tax due diligence and transaction structuring.
• Demonstrated experience leading diligence engagements and managing day-to-day client relationships.
• Strong technical background in U.S. federal income tax; state and local tax experience is a plus.
• Ability to manage multiple concurrent transactions in a deadline-driven environment.
• Strong written and verbal communication skills, including the ability to explain complex tax concepts to non-tax stakeholders.
• Proven leadership skills and a collaborative, solutions-oriented mindset.
• Hands-on experience with:
  • Step-up and basis modeling
  • Section 382 analyses
  • Transaction and step plan structuring
• Bachelor’s degree from an accredited college/university in accounting or finance required.
• Masters in Taxation, or JD in tax and/or LLM preferred.

Preferred Qualifications

• CPA or JD

Compensation & Benefits

• Generous time away and paid firm holidays, including the week between Christmas and New Year’s
• Flexible work schedules
• 16 weeks of paid maternity and adoption leave
• 8 weeks of paid parental leave
• 4 weeks of paid and caregiver leave (once eligible)
• Health and wellness benefits, including wellness coaching and mental health counseling
• One-on-one professional coaching
• Leadership and career development programs

Additional Work Requirements

Physical Requirements

While performing the duties of this job, the employee is:

• Regularly required to remain in a stationary position
• Required to use hands repetitively to operate standard office equipment
• Required to talk or hear, both in person and by telephone
• Required to have specific vision abilities, including close vision, distance vision, color vision, peripheral vision, depth perception, and the ability to adjust focus

Cognitive/Mental Requirements

While performing the duties of this job, the employee is regularly required to:

• Use written and oral communication skills
• Read and interpret data, information, and documents
• Observe and interpret situations
• Work under deadlines with frequent interruptions
• Interact with internal and external customers and others in the course of work