Managing Director, M&A Tax Diligence

The Role

Every M&A transaction carries tax consequences that can reshape deal economics, alter purchase price, or create years of exposure if missed. Most advisory firms treat tax diligence as a checkbox, a workstream that gets staffed reactively, buried inside a broader deal team, and delivered without the strategic lens that sponsors and management teams actually need.

As ManagingDirector of M&A Tax Diligence within our Transaction Advisory Services practice, you will build and lead the tax diligence capability at Intrinsic. You will be the person PE sponsors turn to when they need clarity on the tax profile of a target, identifying exposures, quantifying risks, evaluating deal structures, and translating complex federal, state, and local tax positions into actionable intelligence that directly informs purchase price, representations and warranties, and post-close integration strategy.

The Mandate: Own the tax diligence workstream across multiple concurrent transactions, working in lockstep with our financial due diligence teams and directly alongside PE deal professionals, portfolio company CFOs, and legal counsel. You will shape how Intrinsic delivers tax insight throughout the M&A lifecycle, from pre-LOI structuring through post-close integration.

This is equally an entrepreneurial leadership opportunity. You will not simply execute a predefined playbook. You will define it. As the M&A tax leader within TAS, you will have the opportunity to shape our tax diligence methodology, build the team, develop templates and frameworks, and establish the intellectual capital that positions Intrinsic as a differentiated partner to PE sponsors who expect tax insight to be integral to, not adjacent to, every transaction.
This is not a compliance-heavy tax role or a staff augmentation position. You will operate as a strategic advisor to PE deal teams, bringing the tax perspective that shapes deal economics, protects downside, and accelerates post-close value creation.
What You'll Do
Tax Due Diligence & Deal Advisory

You are the senior tax professional on every deal you touch. You lead the tax diligence workstream from scoping through delivery, ensuring findings are accurate, material, and decision-useful. You work directly inside the deal team, not in a silo, coordinating with financial due diligence leads, legal counsel, and client stakeholders to ensure tax considerations are integrated into the broader transaction narrative:

• Serve as the lead tax advisor on complex buy-side and sell-side transactions for private equity sponsors and middle-market businesses, overseeing due diligence processes, evaluating material tax risks and opportunities, and translating findings into strategic recommendations that drive deal value and mitigate transaction risk
• Evaluate entity structures, intercompany arrangements, and historical filing positions to identify compliance gaps, potential liabilities, and opportunities for post-close optimization
• Analyze federal income tax, state and local tax (SALT), employment tax, sales/use tax, and unclaimed property exposures as relevant to each transaction
• Develop concise tax diligence reports for private equity sponsors and deal teams, synthesizing complex tax analyses into actionable recommendations that directly inform purchase price adjustments, escrow requirements, indemnification protections, and reps & warranties provisions.
• Advise on tax-efficient structuring of corporate and flow-through transactions, including entity classification and selection and elective transaction frameworks

Cross-Functional Deal Coordination

Tax diligence does not exist in isolation. You serve as the strategic connector between Intrinsic's financial due diligence teams, external legal counsel, and client deal professionals, ensuring tax findings are properly contextualized within the broader transaction:

• Coordinate with Intrinsic's financial due diligence teams to align quality of earnings, working capital, and tax findings into a cohesive deal picture
• Partner with client legal counsel on purchase agreement provisions, including tax representations, indemnities, and covenants
• Collaborate with valuation professionals on purchase price allocation considerations and tax basis step-up analysis
• Engage directly with target company finance teams, controllers, and external tax advisors to gather data, resolve open items, and validate positions

Practice Building

You will build the tax diligence function at Intrinsic. That means shaping not just what we deliver, but how we deliver it, and who delivers it alongside you:

• Develop and refine the tax diligence methodology, templates, checklists, and report frameworks that become the foundation of a scalable practice
• Contribute to firmwide knowledge-sharing by codifying technical insights, deal-specific lessons, and emerging tax developments into reusable intellectual capital
• Partner with TAS and FAAS leadership to identify cross-sell opportunities and deepen Intrinsic's value proposition to PE sponsors across the transaction lifecycle

Executive Communication & Stakeholder Counsel

You present complex tax findings with clarity and conviction to PE deal teams, CFOs, and legal counsel. You do not just surface issues; you frame them in the context of deal economics, recommend paths forward, and guide stakeholders toward informed decisions. You navigate difficult conversations where tax positions carry material financial consequences, and you do so with the confidence that comes from deep preparation and technical command.
What Makes You a Fit

You bring seasoned transaction expertise:

• 15+ years of progressive M&A tax experience, transaction tax advisory, or tax due diligence at a Big 4 firm, Big Law firm, national advisory practice, or specialized tax consultancy, with significant exposure to middle-market PE-backed transactions
• The ideal candidate possesses deep technical expertise in complex corporate and flow-through tax structuring and a proven track record of leading complex, high-stakes transactions with strategic tax insights that create significant value for PE clients
• Serve as a trusted advisor on federal, state, and local tax due diligence matters for complex M&A transactions, with deep expertise in entity classification, tax-efficient structuring, partnership and pass-through taxation, nexus and apportionment, transaction cost analyses, and the preservation and optimization of tax attributes. Consistently delivers actionable insights that mitigate tax risk and enhance transaction value
• Extensive experience identifying and quantifying transaction-related tax risks and opportunities, preparing detailed tax due diligence reports, and presenting findings to sponsors, investors, and deal teams. Provides strategic insights that drive purchase price adjustments, tax-specific indemnities, representations and warranties negotiations, and tax-efficient deal structuring
• Extensive experience assessing state and local tax risks and opportunities in M&A transactions, including nexus determinations, apportionment methodologies, sales and use tax exposure, unclaimed property compliance, and voluntary disclosure considerations. Advises deal teams on the potential impact of SALT matters on valuation, purchase price adjustments, indemnification provisions, and post-acquisition value creation strategies
• JD/LLM in Taxation, CPA, or equivalent credential strongly preferred

You carry conviction in the room:

• You communicate complex tax positions in plain-English terms that PE deal professionals, CFOs, and legal counsel can act on, without losing technical precision
• You anticipate the questions sponsors will ask and prepare defensible, well-reasoned positions before they surface
• You navigate competing priorities across deal teams, management, auditors, and legal advisors with confidence and professionalism
• You have earned the trust of clients and colleagues through the quality of your analysis, the clarity of your communication, and the reliability of your follow-through
• You set the standard - for quality, for analytical rigor, and for what "thorough" looks like in tax diligence on your engagements
• You are decisive under pressure - deal timelines are non-negotiable, and ambiguity sharpens your judgment rather than slowing it
• You are intellectually versatile - equally credible discussing Section 704(c) layers with a tax partner and presenting a risk matrix to a PE operating partner
• You build and refine - you do not need fully established processes to be effective. You develop methodology, templates, and playbooks as you execute, improving how the practice operates with each engagement
• You develop people deliberately - you hire well, provide direct feedback, create stretch opportunities, and model the standard of work you expect from others

Compensation & Benefits

This position has an expected base salary range of $225,000 to $275,000 annually. Skills, experience, education, and qualifications determine final compensation. This role includes a performance-based bonus with significant upside.

Benefits include medical, dental, and vision insurance; a 401(k) plan with employer contribution; paid time off, including vacation, sick leave, and company holidays; paid parental leave; hybrid and remote work flexibility; professional development support and continuing education reimbursement; and participation in the firm's employee ownership model. All full-time employees are eligible for these benefits.

This position is eligible for remote work. Compensation reflects the full posted range and is not adjusted by geography.