Senior Associate - US Tax

About Pantheon

Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for an innovative approach to investing in secondaries, co-investments, and primary fund investments, as well as capital formation across commingled funds, evergreen vehicles and customized solutions. Our specialist investment capabilities span multiple strategies across private equity, infrastructure and real assets, and private credit. Through our collaborative and committed culture, we find new ways to solve complex problems together and deliver innovative investment opportunities across private markets. Pantheon currently manages approximately $82.3 billion in AUM across all its strategies, serving more than 750 institutional and 638 private wealth clients worldwide For further details please visit www.pantheon.com

Purpose of Position

Due to the growing volume and complexities surrounding fund / client dedicated product formation, investment closings, carry and corporate group tax matters, a senior hire is required to (i) work closely with internal legal and investment teams on fund tax matters and (ii) contribute to the expansion of the investment (and corporate group) tax function. This critical role will be firstly responsible for overseeing all tax aspects related to our transactional diligence processes for new investments (and divestitures), as well as providing expert tax guidance on the formation and structuring of new commingled and client-dedicated funds. Secondary responsibilities will include fund and corporate group global tax compliance, partnered with management of tax and finance team members. The ideal candidate will possess a deep understanding of tax issues encountered across private markets strategies (equity, credit, infrastructure, secondaries, real estate), international tax principles and compliance requirements, private markets fund structures and commercial approaches and have a desire to sit across a wide range of tax ventures.

Key Responsibilities

Transactional Tax Diligence:

• Lead and manage tax diligence efforts for prospective acquisitions, including reviewing target company tax returns, financial statements, and legal documents to identify tax risks, exposures, and opportunities specific to proposed Pantheon participating investors.
• Analyse complex transaction structures (e.g., stock purchases, asset purchases, mergers, joint ventures) and advise on optimal tax structuring to minimize tax leakage and support investment teams in developing appropriate bids and enhance post-acquisition value.
• Advise / calculate withholding and transfer taxes on certain investments (including ECI / FIRPTA withholding) and arrange for any relevant tax payments / filing requirements associated with transactions to be timely made.
• Collaborate closely with investment teams, legal counsel, and external tax advisors to identify and mitigate tax-related deal risks based on the Pantheon investor base.
• Participate in fund allocation meetings, clarifying any organizational matters relevant for tax (e.g. allocation, funding).
• Review and negotiate tax provisions in transaction documents including purchase agreements, transfer agreements and side letters.
• Assist external legal counsel with investment closing execution tax matters including, but not limited to, completion of checklists, formation of deal level special purpose vehicles, preparation of investor tax declarations/exemption formations,
• Support tax aspects of divestitures, portfolio fund exits and liquidations.
• Design programs to carry investment closing information through to the tax compliance providers to allow for proactive tax compliance planning.

Fund Formation & Structuring:

• Provide internal tax advice on the formation, structuring, and ongoing operation of new private markets funds, client co-investment and overage vehicles.
• Analyse the tax implications of various fund structures (e.g., partnerships, corporations, blockers, parallel funds) for domestic and international investors in conjunction with operational and administrative considerations.
• Work with legal counsel on drafting and reviewing offering memoranda, limited partnership agreements, side letters and other fund formation documents.
• Finalize other tax matters associated with fund launches including, but not limited to, relevant entity and VAT registrations on formations.
• Engage in fundraising initiatives including drafting of tax structure papers, addressing prospective investor tax questionnaires and attending diligence calls / meetings.
• Assist with investor closings including review of tax sections in confidential investor questionnaires and side letter provisions, validation of investor FATCA/CRS forms, ATAD and Pillar II exercises, etc.
• Advise on design and implementation of carried interest and management fee structuring to ensure compliance with tax regulations and mitigate internal complexities.

Tax Compliance:

• Assist with global fund (direct and indirect) tax compliance including tax obligations in the US, UK, Guernsey, Germany, and Luxembourg.
• Design processes to better streamline global tax compliance, monitor and track investment diligence / side letters against actual investment tax reporting received and extract insightful information from global tax compliance records.
• Oversee delivery of investor tax reporting including estimate and final K1s from funds and carried interest vehicles and aid with investor tax queries, as they arise.
• Support across all carried interest tax aspects including tracking of carried interest allocations, monitoring weighted average holding period, addressing tax compliance requirements and managing cross-border tax considerations for global carry participants.
• Contribute to the tax compliance processes of the corporate group including tax accounting and consolidation under US GAAP, as necessary.

Strategy and General:

• Stay abreast of evolving tax laws and regulations relevant to private equity funds, Pantheon and its patrons.
• Identify tax planning opportunities and risks amongst Pantheon fund and carry structures.
• Manage relationships with internal stakeholders (such as carried interest recipients), external clients and tax advisors across the accounting and law firms engaged.
• Prepare technical memos to file (and communications) supporting key tax positions.
• Identify technology solutions to automate and improve efficiency of tax tasks.
• Provide tax guidance on ad-hoc, internal projects and initiatives.
• Monitor market practices to support commercial and structuring developments.
• Maintain strong industry contacts and advisor networks.

Knowledge and Experience Required

• Bachelor's degree in Accounting, Finance, Law or a related field. A Masters in Taxation, JD / Legal qualification or a CPA designation is strongly preferred.
• Prior experience in a "Big Four" public accounting firm's tax group (M&A, transactional or asset management compliance team) or a leading law firm's tax practice is highly desirable.
• In-house experience at a private markets firm is an asset.
• Deep understanding of US federal and state income tax laws, with strong knowledge of partnership and corporate tax. International tax experience – addressing local and withholding tax across European jurisdictions – desirable.
• Strong analytical rigor with proven ability to analyse complex tax issues, identify practical solutions, and communicate effectively to both tax and non-tax professionals.
• Strong project management and initiative skills with the ability to manage multiple priorities in a fast-paced environment.
• Excellent written and verbal communication skills, with strong attention to detail.
• Highly collaborative and able to work effectively with various internal and external stakeholders.

Expected base salary range: $135,000 - $150,000 Actual base salary is determined by a range of factors including individual experience, skills and qualifications. In addition to the above salary, Pantheon offers a generous employee benefits package and successful candidates are eligible to receive a discretionary bonus . This job description is not to be construed as an exhaustive statement of duties, responsibilities, or requirements. You may be required to perform other job-related duties as reasonably requested by your manager. Pantheon is an Equal Opportunities employer, we are committed to building a diverse and inclusive workforce so if you're excited about this role but your past experience doesn't perfectly align we'd still encourage you to apply.