Senior Manager/Associate Partner - M&A - Tax & Deal Advisory

Senior Manager or Associate Partner - M&A (Tax & Deal Advisory)

The role demands a technically exceptional advisor who is equally adept at managing complex, multi-workstream deal mandates and at building trusted, long-term relationships with PE sponsors, strategic acquirers, founders, and investment banks. The successful candidate will lead tax due diligence, deal structuring, SPA advisory, and post-deal integration engagements while also playing a material role in business development, practice growth, and team leadership.

ROLE DETAILS :

Detailed Job Description :

Project & Engagement Management :

- Scope and structure engagements rigorously from the outset defining the mandate, work plan, team composition, deliverable schedule, and fee structure; ensure alignment with client expectations and firm economics before engagement commencement

- Manage concurrent deal mandates often across multiple live transactions simultaneously with disciplined prioritisation, clear delegation, and proactive risk management to ensure no engagement is compromised

- Drive deal timelines actively maintaining pressure on internal teams and external advisors to meet deal milestones, flagging delays early, and re-planning where required to protect deal outcomes

- Enforce quality control and risk management protocols across all deliverables conducting technical reviews, stress-testing advice positions, and escalating novel or high-risk issues to firm leadership appropriately

- Manage engagement economics proactively including fee discussions, scope creep management, WIP tracking, billing, and client-level profitability ensuring the practice remains commercially healthy

- Maintain deal documentation discipline ensuring matter files, advice trails, conflict checks, and engagement letters are current and in line with firm risk management protocols

- Coordinate cross-functional deal teams acting as the orchestrating senior advisor across internal practice groups (TP, Indirect Tax, Regulatory, Employment Tax) and external advisors on integrated deal mandates

Technical Advisory & Transaction Execution :

- Lead buy-side and sell-side tax due diligence across domestic and cross-border transactions identifying, quantifying, and clearly communicating tax exposures, contingent liabilities, and structural risks to deal teams and investment committees

- Design and advise on optimal deal structures share vs. asset acquisitions, slump sales, itemised transfers, demergers, NCLT merger schemes, and business transfers with a sharp focus on tax efficiency, regulatory compliance, and commercial workability

- Advise on purchase price mechanics and SPA provisions including tax representations and warranties, indemnities, tax covenants, earn-out tax treatment, warranty and indemnity (W&I) insurance, and locked-box vs. completion accounts mechanisms

- Provide comprehensive cross-border M&A advisory structuring inbound acquisitions, outbound investments, offshore holding structures, repatriation strategies, and exit tax planning across relevant treaty and FEMA / FDI frameworks

- Advise PE sponsors and portfolio companies on exit structuring IPO readiness from a tax perspective, secondary PE sales, drag-along and tag-along mechanics, management buyouts, and rollover structures

- Advise on indirect tax (GST / Stamp Duty) implications of deal structures, in coordination with the Indirect Tax practice; flag deal-critical indirect tax exposures in due diligence

- Support clients on NCLT-driven restructurings mergers, demergers, amalgamations, and capital reductions including scheme drafting support, tax opinions, and regulatory filings strategy

- Advise on Section 79 (change in shareholding), GAAR, Sections 50C, 56(2)(x) and other anti-avoidance provisions relevant to M&A transactions; provide practical, risk-calibrated positions

- Provide technical opinions and memos on novel or complex M&A tax issues; oversee quality control across all deal deliverables to ensure Tier 1 standards of accuracy, clarity, and commercial utility

Client Management :

- Serve as the lead relationship partner for a portfolio of PE sponsors, strategic acquirers, and founder-led businesses owning client satisfaction, retention, and relationship expansion

- Maintain high-frequency, proactive client engagement providing regulatory updates, market intelligence, and advisory touchpoints beyond active deal mandates to cement the firm as a trusted advisor

- Anticipate client needs through a deep understanding of their portfolio, deal pipeline, and strategic priorities positioning the firm's advisory capabilities ahead of deal events

- Manage complex, multi-party client situations including situations with conflicting stakeholder interests, tight deal timelines, or significant tax exposure with composure, sound judgment, and a solutions orientation

- Coordinate effectively across deal advisors working alongside M&A legal counsel, investment banks, auditors, and regulatory advisors to ensure the firm's tax advice is integrated, actionable, and deal-enabling

- Handle senior escalations and sensitive advisory issues with maturity including managing tax risk communications to investment committees, boards, and LP advisory committees

Business Development & Client Origination :

- Proactively identify and pursue BD opportunities including converting referrals from PE deal teams, investment banks, legal counsel, and management consultants into active mandates; expanding scope with existing deal clients into retainer or post-deal advisory

- Build and maintain a personal network of deal origination relationships with PE fund deal teams, corp dev teams at strategic acquirers, CFOs, founders, M&A legal counsel (domestic and international), investment bankers, and boutique advisors

- Lead pitches and RFP responses for M&A tax mandates including preparing pitch books, capability statements, deal credentials, and fee proposals that are commercially compelling and technically differentiated

- Establish and grow the firm's brand in the Bengaluru M&A ecosystem through presence at PE/VC forums, M&A roundtables, sector-specific events, and university/campus engagements

- Track M&A market activity (announced deals, sector trends, regulatory changes) and proactively communicate relevant insights to existing and prospective clients using market intelligence as a lever for client conversations and mandate origination

- Collaborate with Partners across corporate tax, funds, indirect tax, and regulatory practices to originate and deliver integrated, cross-practice mandates on complex transactions

- Contribute to firm-wide thought leadership authoring client alerts, deal commentary, sector-specific M&A tax guides, and speaking at industry forums to enhance the firm's deal advisory brand

Post-Deal & Restructuring Advisory :

- Advise on post-acquisition tax integration harmonisation of group tax positions, entity rationalisation, simplification of holding structures, and integration of acquired tax functions

- Counsel clients on employee incentive structuring in M&A contexts ESOPs, phantom stock, Management Incentive Plans (MIPs), and their treatment in the context of acquisitions, exits, and accelerated vesting provisions

- Support on transfer pricing implications of post-deal restructuring, intercompany arrangements, and revised group structures, in coordination with the Transfer Pricing practice

- Advise on carved-out entity structuring, transition services agreements (TSAs), and regulatory filings associated with post-deal separations and integrations

Knowledge Management :

- Act as an internal domain authority, providing technical leadership on complex tax and regulatory matters.

- Lead the development of thought leadership, including articles, publications, and knowledge pieces that strengthen the firms market presence.

- Mentor Senior Managers and Managers, guiding them to build deep specializations and become trusted experts within their domains.

Brand Management :

- Representing & endorsing firm's expertise and scope of service at various external forums. Interacting with peers and building a high-quality network in industry.

- Publishing articles & research papers on regular basis. Sharing knowledge and learning at external forums to increase visibility and credibility.

People Management :

- Lead, mentor, and develop a team of managers, senior associates, and associates engaged in deal mandates providing real-time deal supervision, structured technical feedback, and long-term career development support

- Create a culture of technical rigour and commercial acumen within the deal team fostering curiosity, thoroughness, and client-centricity as professional hallmarks

- Support talent acquisition for the M&A practice participating in lateral hiring, campus recruitment, and team planning in consultation with firm leadership

- Conduct performance reviews and provide high-quality, specific, developmental assessments for team members; actively support career progression of high-potential junior advisors

Ideation/ Innovation :

- Initiate and drive development of proprietary structuring models

- Design and implement forward-thinking litigation strategies, leveraging deep technical knowledge and creative problem-solving.

- Foster a culture of innovation and continuous improvement

- Promote knowledge sharing and cross-collaboration.

Internal Process/MIS :

- Owns project health reviews.

- Ensures billing discipline, receivables management, and data accuracy.

Essential Skills, Experience & Attributes :

- Chartered Accountant (ICAI) mandatory qualification

- LLB from a reputed institution is a strong added advantage, given the legal-tax interface in M&A mandates (SPAs, scheme documents, regulatory filings)

- Additional qualifications such as CFA, MBA (Finance), or ADIT (International Tax) are positively regarded

- 10-15 years of post-qualification experience in M&A tax advisory, deal structuring, or transaction advisory with the substantive portion of the career spent at a Big 6 accounting firm (Deloitte, EY, KPMG, PwC, BDO, Grant Thornton), a Tier 1 Indian law firm (AZB & Partners, Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas, Trilegal, Khaitan & Co, JSA), or a specialist M&A / deals advisory practice

- Prior experience in a Big 6 firm or a reputed law firm is strongly preferred and will be a significant differentiator in the selection process such candidates bring structured due diligence methodology, exposure to complex multi-jurisdictional deal structures, rigorous quality standards, and established networks within the PE, banking, and legal advisory communities

- Demonstrated track record of having led or co-led tax advisory on 20+ transactions, including buy-side and sell-side M&A, with clear evidence of increasing responsibility over the career arc

- Experience in PE-backed deal environments including an understanding of PE fund structures, investor return mechanics, management fee and carry considerations, and exit planning is strongly preferred

Technical Skills & Domain Knowledge :

- M&A tax framework mastery deep technical command of Income Tax Act provisions relevant to transactions : Sections 2(47), 2(42A), 47, 50C, 56(2)(x), 72A, 79, 115BAA, and the capital gains tax regime including indexation, short-term vs. long-term characterisation, and securities transaction tax

- Deal structuring expertise comprehensive experience with share deals, asset deals, slump sales, itemised transfers, demergers, NCLT mergers, and their respective tax, stamp duty, and regulatory implications

- Cross-border M&A knowledge strong grasp of inbound and outbound M&A structures, offshore holding company considerations, repatriation planning (dividend, royalty, interest, capital gains), and exit tax planning under the Income Tax Act and applicable DTAAs

- DTAA proficiency expert-level working knowledge of India's major tax treaties (Mauritius, Singapore, Netherlands, UAE, UK, USA, Luxembourg) including MLI modifications, Principal Purpose Test, Limitation of Benefits, and treaty sourcing rules relevant to M&A transactions

- SPA and transaction document advisory practical experience reviewing and advising on tax representations, warranties, indemnities, tax covenant structures, and W&I insurance in the context of domestic and cross-border transactions

- SEBI Takeover Code, Companies Act, FEMA / FDI regulations working knowledge of the regulatory framework surrounding M&A transactions, including open offer obligations, pricing guidelines, FDI conditions, downstream investment rules, and NCLT procedures

- Indirect tax in M&A awareness of GST implications of deal structures, stamp duty considerations across states, and the interface between deal structuring and indirect tax efficiency

- Litigation risk assessment ability to evaluate litigation exposure on novel or aggressive tax positions and to calibrate advice accordingly, with a view to managing client risk rather than maximising theoretical tax efficiency

Competencies :

Innovation & Problem Solving :

- Generating new ideas, challenging assumptions to create new solutions that create significant value for client and firm Framing and analyzing problems deeply to create solutions with long term perspective.

Firm Building :

- Striving to improve the firm's image, offerings and overall performance.

- It demands organizational commitment and blending of visionary thought with pragmatism and perseverance to meet and balance the client's and firm's needs.

- Institutionalizing values, practices, processes, policies, developing capability and culture to create the platform for firm development.

Building Biz :

- Committed to think about the ongoing and evolving needs of the firm, learning how new and different solutions can be leveraged to move the organization forward and monetized into revenue.

- Entrepreneurial mindset in creating new opportunities where none exist.

- Systematically deepening accounts and creating desired value positioning for creating steady and sustainable business performance.

Continuous Learning & Expertise Building :

- Committed to think about the ongoing and evolving levels of expertise and perspective required to cater to changing client and industry requirements.

- Driven to consistently expand technical knowledge, distribute work-related knowledge to others in order to help the firm stay ahead of the curve.

Nurturing Relationships :

- Working to build and maintain warm and strategic relationships or networks with people who are part of the firm's immediate and extended circle.

- Helping everyone in experiencing the "Firm way" and thereby create long lasting, trusted and mutually beneficial relationships.

Developing Others :

- Developing Others involves a genuine intent to foster the long-term learning or development of others through coaching, managing performance and mentoring.

- Entrusting responsibility to others as per their strength, performance and development needs, and keeping track of accomplishments.

- It plays a key role in creating leadership pipeline to fuel the firm's aspirations.