Corporate Counsel

About the role...

We're looking for a Corporate Counsel to work closely with our Managing Counsel to support corporate matters, including, securities, governance, and M&A and strategic transactions. This is also an opportunity to work with the Managing Counsel to support a broader portfolio as a generalist in areas such as: international, employment, real estate/workplace, and risk management/insurance. You'll be a member of the Legal team and collaborate with cross functional partners, including Finance, People, Workplace, and senior leadership, and outside counsel where needed, exercising sound judgment, crisp communication, and a practical, business forward approach.

🧠 You will...

• Support securities and public company workstreams, including periodic and current reporting, proxy statement/annual meeting preparation, Section 16 matters, and disclosure processes.
• Counsel on policies and procedures relating to securities law compliance and disclosure matters; support the administration of Duolingo's Insider Trading Policy
• Advise on corporate governance, related policies and approvals, board materials, and subsidiary management; maintain templates, processes and playbooks to keep operations efficient and compliant.
• Support executive compensation, equity compensation, and incentive compensation plan matters.
• Provide guidance on international operations.
• Partner on corporate development strategy and help support mergers and acquisitions, joint ventures, partnerships, investments, and other complex corporate transactions.
• Serve as a legal partner to People on recruiting and hiring practices, policies and handbooks, accommodations, investigations, performance/separations, and employment documents (offers, confidentiality/IP, consulting/contractor agreements).
• Support real estate and workplace matters, including office leases, amendments, construction and services agreements, vendor MSAs/SOWs, and facilities operations issues.
• Draft, review, and negotiate a range of commercial agreements related to the above areas; create and iterate templates and checklists that increase speed and consistency.
• Monitor and synthesize relevant legal and regulatory developments (e.g., SEC, exchange rules, wage/hour, pay transparency, workplace safety), and translate them into practical guidance and training for stakeholders.
• Manage outside counsel efficiently, set clear scopes and budgets, and drive toward timely, high quality outcomes.
• Support other matters based on interest and business need.

✅ You have...

• J.D. (or international equivalent) and active bar membership in good standing.
• 2-5 years of relevant legal experience, preferably in a fast-paced environment, with direct exposure to public company securities, corporate governance and corporate transactions.
• Strong contract drafting and negotiation skills; ability to balance risk, speed, and business impact with clear, actionable guidance under tight timelines.
• Clear, concise communicator who can explain complex topics to non lawyers and build trust with senior stakeholders.
• Proven ability to prioritize, create effective processes, and keep cross functional partners unblocked in a fast moving environment.
• Ability to work from our Pittsburgh, PA office.

⭐ Exceptional candidates will have...

• Strong interest in Duolingo and its mission.
• Hands on experience running '34 Act reporting cycles, proxy statement preparation processes, annual stockholder meetings, Section 16 and insider trading matters, and disclosure-related workflows.
• Experience supporting board/committee governance and preparing high quality materials and minutes.
• Experience counseling on and managing international matters.
• Experience building templates/playbooks and delivering brief stakeholder trainings.
• Experience drafting, negotiating, and advising on commercial contracts.
• Exposure to employment and real estate matters.
• Interest and experience in leveraging AI tools and technology to drive legal practice.

Salary Range: $153,000—$207,000 USD Take a peek at how we care for our employees' holistic well-being with our benefits here.