Associate General Counsel, Tax

POSITION SUMMARY:

This position leads planning and implementation of MSD’s tax structure and strategy, including entity structuring, tax structuring of intellectual property and other business transactions, LLC and partnership taxation, and cross-border tax planning across MSD’s U.S. and international operations. Reporting to the General Counsel, the role serves as MSD’s primary in-house tax counsel on legal structuring and planning matters, advising Finance and business leadership on tax strategy and structuring, bringing tax planning and structuring work in-house and reducing MSD’s reliance on outside counsel and tax advisors for this work. This role is distinct from, and works in close coordination with, the Vice President, Tax, who owns tax compliance, accounting, reporting, and the day-to-day management of MSD’s relationship with outside tax advisors and other tax compliance providers. MSD will continue to engage outside tax advisors for tax compliance matters and outside counsel for specialized or complex legal matters as needed. This position ensures MSD’s tax structuring positions and strategy comply with applicable law and regulation.

DUTIES AND RESPONSIBILITIES:

• Leads legal planning and implementation of MSD’s tax structure, including tax structuring of intellectual property and other business transactions, entity structuring, LLC and partnership taxation matters, and cross-border transactions, with the goal of reducing MSD’s reliance on outside counsel and tax advisors for this work.

• Advises General Counsel and CEO on the legal structuring and documentation of intercompany arrangements (e.g., intercompany agreements), partnering with the Vice President, Tax, who owns transfer pricing policy, analysis, and reporting.

• Provides legal advice on tax positions and disputes as needed to support the Vice President, Tax, in connection with tax authority audits and inquiries, domestic and foreign.

• Advises on the tax implications of commercial agreements, licensing arrangements, and corporate reorganizations.

• Monitors changes in tax law affecting entity structuring, LLC/partnership taxation, and cross-border planning, and assesses impact on MSD’s legal structure, coordinating with the Vice President, Tax on broader compliance and reporting impacts.

• Advises on tax law matters affecting the structuring of international HR and benefits programs, coordinating with local counsel in MSD’s international jurisdictions as needed (distinct from payroll tax administration, which the Vice President, Tax supports).

• Manages relationships with outside tax counsel, engaging them selectively for specialized or complex legal matters, while retaining ownership of tax structuring and planning in-house

• Advises on tax-related provisions in commercial, employment, and vendor contracts.

• Provides strategic, risk-calibrated guidance to business stakeholders on tax structuring and planning, translating complex tax concepts into actionable recommendations.

• Maintains and enhances internal governance processes, policies, and documentation standards for tax structuring and entity planning matters, distinct from the tax accounting and compliance governance managed by the Vice President, Tax.

• Owns tax structuring and planning matters involving LLCs and partnerships (Subchapter K), applying working knowledge of individual-level tax considerations where relevant to MSD’s tax strategy.

EXPERIENCE AND QUALIFICATIONS:

• J.D. from an accredited law school; active bar membership in good standing.

• Minimum of 10 years of relevant tax law experience.

o A minimum of 5 years of in-house or multinational company tax experience preferred.

• Substantive experience with U.S. federal taxation of LLCs and partnerships (Subchapter K) is required; working knowledge of individual-level taxation (e.g., equity compensation, owner-level tax issues) is preferred.

• Master of Laws in Taxation (LL.M. in Taxation) a plus, but not required.

• Experience in the life sciences, pharmaceutical, or broader regulated industry is a plus.

KNOWLEDGE, SKILLS AND ABILITIES:

• Substantive experience with U.S. tax law, especially regarding limited liability companies, partnerships, and corporations and with international tax matters, including cross-border structuring and transfer pricing; multinational company experience strongly preferred.

• Excellent legal analysis, judgment, and communication skills, with the ability to explain complex tax concepts to non-tax stakeholders.

• Demonstrated ability to manage relationships with outside legal counsel, engaging them selectively and managing advisory budgets effectively.

• High degree of professional judgment and discretion in handling confidential and commercially sensitive information.

• Strong analytical and critical thinking skills with the demonstrated ability to gather, evaluate, and synthesize complex data and information and develop a recommendation and plan of action.

• Advanced proficiency in Microsoft Office Suite and other relevant software and tools.

• Ability to travel occasionally, including international travel, on a limited basis.

PHYSICAL DEMANDS:

This position requires the ability to communicate and exchange information and utilize equipment necessary to perform the job. This position requires occasional business travel.

WORK ENVIRONMENT:

This position is performed in a traditional office environment.

COMPENSATION SUMMARY

The annual base salary for this position ranges from $208,900. to $326,500. This salary range represents a general guideline as MSD considers other factors when presenting an offer of employment, such as scope and responsibilities of the position, external market factors, and the candidate’s knowledge, skills, abilities, education and experience. Employees may qualify for a discretionary or non-discretionary bonus in addition to their base salary. These annual bonuses are intended to recognize individual performance and enable employees to benefit from the Company's overall success.

BENEFITS SUMMARY

At MSD, we offer a comprehensive benefits package to support our employees' well-being and financial security. In addition to competitive salaries, our benefits include medical, dental, and vision coverage, along with prescription benefits. We provide a 401(k) plan with company matching, flexible spending accounts, and company-paid short- and long-term disability insurance as well as group life and accidental death and dismemberment insurance. Our offerings also encompass paid vacation, paid sick leave, paid holidays, and paid parental leave, along with an employee assistance program. Additional voluntary perks include a fitness club membership contribution, pet insurance, identity theft protection, home and auto insurance discounts, and optional supplemental life insurance.

EEO/AA STATEMENT

MSD is an Equal Opportunity/Affirmative Action Employer. We are committed to fostering a diverse and inclusive workplace where all individuals are treated with respect and dignity. We welcome applications from all qualified candidates, making employment decisions without regard to race, color, religion, creed, sex, sexual orientation, gender identity, genetic information, marital status, national origin, age, protected veteran status, pregnancy, disability status, or any other protected characteristic. For our full EEO/AA and Pay Transparency statement, please visit here.

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