# Principal Counsel, Corporate

**Company:** [Perplexity](https://hotfix.jobs/companies/perplexity)
**Location:** San Francisco, CA
**Role:** Legal
**Salary:** $250k – $350k/yr
**Experience:** 9+ years
**Skills:** Corporate Governance, Equity Financing, Debt Financing, Securities Law, Secondary Transactions, Mergers And Acquisitions, Cap Table Management, Equity Compensation, 409A Valuations, Carta, Entity Management, Contract Negotiation, Due Diligence, Venture Capital, Stockholder Agreements
**Posted:** 2026-08-17

> Leads corporate governance, financings, equity administration, secondary transactions, and related corporate matters for a high-growth private AI company. Requires a JD, active US bar membership or California in-house eligibility, and at least 9 years of relevant experience.

## Job Description

## 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.

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