Senior Counsel, Tax & Structuring

About Us

Red Cell Partners is an incubation firm building and investing in rapidly scalable technology-led companies that are bringing revolutionary advancements to market in three distinct practice areas: healthcare, cyber, and national security. United by a shared sense of duty and deep belief in the power of innovation, Red Cell is developing powerful tools and solutions to address our Nation’s most pressing problems.

Red Cell is hiring a mission-driven   Senior Counsel :   Tax & Structuring   to   find   and   drive tax efficiencies   across our funds, our portfolio, and our transactions. This is a senior, high-autonomy role for a tax lawyer   with deep vehicle and deal structuring experience who wants to put it to work   across a portfolio, alongside   our   internal   finance team, internal   corporate lawyers,   outside counsel ,   and accounting advisors .    At Red Cell, we build and invest in companies tackling some of the most   challenging   problems in healthcare, cyber, and national security. You’ll help make that possible   through your role   structuring the vehicles that fund those companies and the transactions that ultimately exit them — efficiently, and without surprises at closing .      

You’ll report to our   General Counsel, while also partnering closely with our   Assistant   General Counsel: Transactions   and   our internal finance team   to   find ways for us to operate more efficiently from a tax perspective , with the independence to make the call without day-to-day supervision. You might design the entity structure for a new incubation one day, pressure-test the tax terms of a purchase agreement the next, and brief outside counsel on a fund or feeder structure the week after.  You’ll work across the portfolio and across stages — formation and QSBS planning, equity and carry structuring, blockers and feeders, the tax provisions in financings and sale processes, carve-outs, and the cross-border questions that come with investors and operations outside the U.S.  You’ll write the internal memos that senior leadership relies on,   work closely with   outside tax counsel and accountants, and be the person the deal team calls when the structure gets hard.   The companies you support are   solving hard problems in healthcare, cyber,   and   national security , and   the legal work here is a path to impact, not a cost center.

We work   hard and   believe in what we’re building.  And we take our work seriously, but not ourselves. We treat each other with respect (even when things get stressful—which they will!), and we have zero tolerance for arrogance or unkindness. Hard work, high standards, and good humor are the foundation of everything we do.   You’ll also get access and exposure to the leading edge of AI:   from our incubations creating new tools and functionality to our internal teams using the latest   technology   to learn better and more effective ways of working.  

We’re most excited about candidates w ho   built   their   tax and structuring practice at a strong firm and then took that experience in-house, where the answer has to be practical as well as right .  

Qualifications:

Required:

•   J.D. and currently licensed to practice   and in good standing in your U.S. jurisdiction

•   7 + years of   tax experience, including substantial fund, entity, and transaction structuring work at a strong tax practice and in-house, with a demonstrated track record of   identifying and implementing tax-efficient structure s independently

•   Meaningful   experience on   the tax side of M&A — transaction structuring, tax diligence, negotiation of tax representations, covenants, and indemnities, and post-closing tax obligation s

•   Experience   with   the tax mechanics of   venture financings — SAFEs ,   convertible notes ,   and priced preferred rounds —   plus QSBS planning, 83(b) elections, profits interests,   and   equity compensation structuring

•   Sound, independent judgment under deal pressure.    You can   take   a p osition , make the call without checking upward, and tell the business when the answer is no.

•   Team-oriented, high-energy, and proactive.  You are someone who gets things done and makes the work better for everyone around them.

Preferred:  

•   Experience   supporting venture-backed or high-growth startups

•   LL.M. in Taxation, or equivalent depth in partnership and corporate tax

•   Experience with fund formation,   blockers and feeders,   secondaries, or continuation vehicles

•   Familiarity with cross-border structuring — non-U.S. holding companies, treaty and withholding considerations, and non-U.S. investor sensitivities

•   Experience using AI legal tech or other productivity tools.  

Compensation: $225,000-$300,000 base. This represents the typical salary range for this position based on experience, skills, and other factors.
Our Red Cell Partners Benefits (may differ for each incubation):

For full-time roles

- Career track opportunity with potential for rapid advancement with strong performance as the firm grows 

- 100% employer paid, comprehensive health care including medical, dental, and vision for you and your family.

- Paid maternity and paternity for 14 weeks at employees' normal pay.

- Unlimited PTO, with management approval.

- Opportunities for professional development and continued learning.

- Optional 401K, FSA, and equity incentives available.

- Mental health benefits are available through Tara Mind .  

- Cost effective GLP-1 solutions available through  Crux .  

We’re an Equal Opportunity Employer: You’ll receive consideration for employment without regard to race, sex, color, religion, sexual orientation, gender identity, national origin, protected veteran status, or on the basis of disability.

Applicant Data Disclosure    

By submitting an application, you acknowledge that Red Cell Partners, LLC ("Red Cell") uses third-party service providers to facilitate its recruitment and hiring processes. These providers include applicant tracking systems, candidate verification platforms, and fraud detection tools (collectively, "Hiring Platforms"). Your application materials, including your résumé, cover letter, work samples, responses to application questions, and any other information you submit, may be transmitted to and processed by these Hiring Platforms for the following purposes:    

- Managing and administering your application throughout the hiring process;  

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Applications that are flagged through this process as containing indicators of fraud or material misrepresentation may be declined from further consideration. If you have questions about the status of your application or the evaluation process, please contact  talent @redcellpartners.com .   

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