We are seeking an experienced M&A Tax Senior Manager to lead the day-to-day execution of tax due diligence and structuring engagements for mergers, acquisitions, and other strategic transactions. This role is highly visible and client-facing, with responsibility for managing diligence workstreams, mentoring teams, and serving as the primary tax lead throughout the transaction lifecycle-from kickoff through deal close.
The ideal candidate brings strong technical tax knowledge, sound commercial judgment, and proven experience running diligence processes in fast-paced deal environments.
Responsibilities - Lead the 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.
- Act 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 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 Elliott Davis 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 with 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 QualificationsProfessional Attributes- Detail-oriented with ability to manage multiple projects and deadlines
- Collaborative mindset with strong client-service orientation
- Comfortable working in a fast-paced, deal-driven environment
- Willingness to learn and take increasing responsibility over time
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