Managing Director, Transaction Advisory Services (Special Projects)

Special Projects Group Managing Director

Within the Special Projects Group in Transaction Advisory Services, the Managing Director is responsible for advising clients on U.S. federal income tax issues associated with mergers and acquisitions. The Managing Director in this role will be the primary client contact for technical tax work. Tax technical work may involve structuring and restructuring, consolidated return subsidiary share basis and earnings and profits analyses, Section 1202, and transaction cost analyses, with the primary focus of the role will be on Section 382 consultative projects, with the foregoing workstreams occurring in the context of Section 382 projects. In addition to serving in a lead client-facing role, it is expected the Managing Director will interface with professionals in the firm to help drive technological innovation with respect to Section 382 analyses. The responsibilities of this role will include working with BDO counterparts in India to increase capacity for Section 382 consulting, training the TAS team and overall tax practice as to Section 382 tax technical topics, and improving BDO's deliverables, tools, and templates related to Section 382. This position will review work prepared by Associate, Senior Associate, Manager, Senior Manager, and Director professionals in the Transaction Advisory Services Group, and work with Principals on client optimization strategies. In addition, the Managing Director will be involved in the marketing, networking, and business development within an area of expertise and specialization and may be asked to provide written tax advice to clients.

Job Duties

Tax Specialization

• Understands the technical and practical issues and opportunities regarding the taxation of corporate mergers, acquisitions, and restructurings involving corporate entities, including (but not limited to) :
• Form and ramifications of various taxable asset and stock transactions
• Purchase price allocation rules
• Section 338(h)(10), Section 338(g), and Section 336(e) elections
• Application of Section 1202 to stock dispositions
• Net operating loss and credit limitation rules (e.g., SRLY, Sections 382, 383, and 384);
• Consolidated return regulations related to basis and E&P adjustments;
• Tax considerations for subsidiaries joining or leaving a consolidated group, such as the circular basis adjustment rules, the unified loss rule, NOL allocation rules, excess loss accounts, deferred intercompany transactions, triggering events, excess loss accounts, etc.
• Nonrecognition transactions and general requirements
• Transaction costs and rules related to deductibility and capitalization
• Serves as a primary technical resource for the technical practice areas described above for the Firm and its clients, including with respect to the broader tax practice

Tax Consulting

Reviews calculations of anticipated tax ramifications of an asset deal relative to a stock deal

Reads and comments on stock purchase agreements and asset purchase agreements

Reviews and analyzes purchase price allocations

Conducts and reviews transaction costs analyses

Provides tax consulting services to the broader tax practice on tax issues and opportunities with respect to corporate mergers, acquisitions, restructurings, and tax attributes

Leads Section 382 studies and works with the Special Projects Group Leader to drive BDO's overall strategy with respect to Section 382

Reviews step plans for legal entity rationalization / restructuring transactions, including pre-transaction restructurings, post-deal integration entity alignments, and other reorganizations

Reviews opinions, memoranda, and conducts tax technical research and analysis

Reviews stock basis and E&P analyses for consolidated groups

Reviews inside and outside basis analyses for C corporations

Frames projects and issues for effective delegation to directors, senior managers, managers, senior associates and associates

Reviews structure decks for taxable and nonrecognition transactions between unrelated third parties

Research

Identifies when research is needed, clearly and concisely frames issues to be researched, and clearly and concisely reports the analysis

Applies most Firm and professional standards for preparation of WTA and tax returns

Involves additional firm specialists, as appropriate

Strategy Development

Introduces and develops new or improved ideas for clients, the Firm, or Firm personnel, e.g., by reducing taxes or expenses or providing non-tax benefits

Reviews studies of tax implications and offers clients alternative courses of action

Identifies and leverages lessons learned on prior projects, and offers input on how to improve processes and methods

Other duties as required

Supervisory Responsibilities :

Supervises associates, senior associates, managers, senior managers, and / or directors on all projects

Reviews work prepared by associates, senior associates, managers, senior managers, and directors and provides review comments

Trains associates, senior associates, managers, senior managers, and directors on how to use all current software tools and to improve tax technical skills

Acts as a Career Advisor to associates, senior associates, managers, senior managers, and directors

Schedules and manages workload of associates, senior associates, managers, senior managers, and directors

Provides verbal and written performance feedback to associates, senior associates, managers, senior managers, and directors

Qualifications, Knowledge, Skills, and Abilities

Education :

Bachelor's degree, required; major in Accounting, Finance, Economics, or Statistics, preferred

Juris Doctor (JD) or Master of Laws (LLM) with a focus on Tax, preferred

Master's degree in Accounting or Tax, preferred

Experience :

Ten (10) or more years of prior relevant tax experience and / or public accounting, private industry accounting, or legal experience in three or more of the areas listed below, required :

Knowledge of Section 382, and experience in preparing, reviewing, and auditing Section 382 studies

Knowledge of the consolidated return regulations, specifically experience in preparing, reviewing, and auditing consolidated subsidiary share basis and earnings and profits analyses

Knowledge of Section 1202 and experience preparing and reviewing Section 1202 analyses

Experience in preparing, reviewing, and auditing deliverables related to transaction structuring, legal entity rationalization, and post-transaction structural integration

Experience in preparing, reviewing, and auditing transaction cost analyses

Experience in drafting technical tax memorandums and opinions to support client positions

License / Certifications :

CPA certification, Attorney (admitted to practice in a U.S. jurisdiction), Internal Revenue Service Enrolled Agent ("EA"), or the equivalent of one of these designations, required

Possession of other professional degrees or certifications applicable to the role, preferred

Software :

Proficient with the Microsoft Office Suite, preferred

Experience with tax research databases, including Checkpoint, Bloomberg, and CCH Intelliconnect, preferred

Language :

N / A

Other Knowledge, Skills, & Abilities :

Superior verbal and written communication skills

Ability to effectively delegate work as needed

Strong analytical, research and critical thinking skills as well as decision-making skills

Ability to work well in a team environment

Ability to develop team of tax professionals

Ability to compose written tax advice

Ability to effectively develop and maintain client relationships

Executive presence and ability to act as primary client contact for preparation and presentation of issues and resolutions to client