Under the supervision of partners, provide legal advice and representation to clients, including financial institutions, private equity funds, institutional and individual investors, and U.S. and non-U.S. companies in various industries on a full range of deal-related tax questions and tax structuring involving corporate reorganizations, mergers and acquisitions, securities offerings, and restructuring transactions. Draft and negotiate contracts for advanced corporate reorganizations and other tax-free mergers. Draft and negotiate contracts for taxable acquisitions. Negotiate with opposing counsel private equity fund partnership agreements, formation steps, continuation transactions on behalf of fund clients. Negotiate subscription documents, transfer agreements in private equity funds on behalf of limited partners. Draft offering memoranda, side letter tax provisions, comment memoranda on behalf of general partners, investment managers. Negotiate tax structures and draft tax structuring step plans for restructuring transactions, corporate reorganizations and other taxable and tax-free mergers and acquisitions. Review, draft, and negotiate documents and contracts with respect to restructuring transactions, including bankruptcy plans, disclosures, transaction support agreements, debtor-in-possession credit agreements. Review and submit IRS forms to the Internal Revenue Service (IRS) on behalf of clients. Submit comment letters to Treasury on behalf of clients lobbying for tax reform-related regulations. Review and draft representation letters regarding the application of tax law to various tax issues of certain corporate transactions and bank mergers. Assign and review excel spreadsheets to determine contingent payment debt instruments yield calculations, tax fungibility of debt issuances, and significant modifications of debt instruments. Research, prepare, and perform business development activities for new and existing clients. Research, analyze, and advise clients on transaction structuring matters. Manage junior-level attorneys, including providing guidance and training and reviewing work product. Supervise legal research and contract drafting conducted by junior-level attorneys in connection with international mergers, acquisitions and internal tax planning.

Requirements:

Juris Doctor, Master of Laws, or foreign academic equivalent.

Three years of legal experience involving corporate tax legal matters including with respect to mergers and acquisitions, private equity funds, restructuring transactions, structured financial products, and capital.

Three years of legal experience in using Excel spreadsheets for various tax analysis related to debt instruments.

Three years of legal experience in drafting and reviewing tax disclosures for capital market transactions, including straight debt, contingent payment debt instruments, common stock, preferred stock, and convertible notes.

Three years of legal experience in providing legal advice and representation to clients on a full range of deal-related tax questions involving capital markets transactions, restructuring transactions and credit agreements.

Three years of legal experience in reviewing and negotiating stock and assets acquisition agreements and ancillary agreements for mergers and acquisitions.

Three years of legal experience in reviewing pricing supplements for offerings of structured financial products under shelf registrations.

Three years of legal experience in drafting tax memorandums and opinions with respect to a full range of deal-related tax issues.

Admission to New York State Bar.

Salary: $365,000.00 - $435,000.00

Davis Polk & Wardwell LLP

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