Principal Counsel, Corporate

Responsibilities

• Lead corporate governance for the company and its subsidiaries, including board and committee meeting preparation, agendas, minutes, resolutions and written consents, charters, organizational documents, corporate policies, and corporate records.
• Structure, draft, and negotiate equity and debt financings from term sheet through closing, including preferred stock financings, credit facilities, convertible instruments, diligence, and closing deliverables.
• Own secondary transactions and liquidity programs, including tender offers, company repurchases, direct secondaries, transfer approvals, stockholder communications, and consents.
• Partner with Finance, Accounting, Tax, and People on equity compensation and cap-table administration, including option and RSU grants, 409A valuations, pool sizing and refreshes, fully diluted share reconciliation, and Carta administration.
• Support M&A, acquihires, strategic investments, and other corporate transactions, including structuring, diligence, definitive agreement negotiation, closing, post-closing integration, and outside counsel management.
• Build and scale corporate legal infrastructure, including consent and resolution precedent libraries, grant and vesting exhibit templates, signature and approval workflows, entity management systems, and formation and foreign-qualification processes for domestic and international expansion.
• Support corporate readiness workstreams, including audit support, internal controls over corporate approvals, subsidiary governance, and policies and processes for future financing or public-company requirements.
• Monitor legal and market developments affecting private-company governance, equity, and securities matters, and provide practical guidance to executives and the board.

Requirements

• JD and good standing with an active US state bar membership, or eligibility to register as in-house counsel in California.
• At least 9 years of law firm and/or in-house experience.
• Track record leading venture or growth equity financings, secondary transactions, and corporate governance for high-growth private technology companies.
• Deep familiarity with cap-table mechanics, equity compensation administration, and charter and stockholder agreement provisions.
• Strong business acumen and ability to partner with finance, accounting, people, and executive stakeholders.
• Clear communication skills with business and technical audiences, including the ability to translate legal concepts for non-lawyers.
• Hands-on, low-ego, collaborative approach; comfort with change and a fast pace; high integrity and intellectual curiosity.
• Comfortable working in a fast-paced, dynamic environment.