Overview
A Senior Counsel position is available to provide strategic and comprehensive legal counsel for a multinational holding company and its software and information technology services businesses. Reporting to the Division General Counsel, this role involves managing corporate and transactional legal matters, including mergers and acquisitions, corporate governance, equity investments, joint ventures, and other general corporate issues.
Responsibilities
- Draft, negotiate, and manage a wide range of complex corporate transaction documents and contracts, including confidentiality agreements, letters of intent, stock purchase agreements, merger agreements, shareholder agreements, joint venture agreements, employment contracts, financing agreements, and more.
- Prepare and maintain corporate governance documents such as shareholder and board resolutions, meeting minutes, consents, certificates, and amendments to bylaws and operating agreements.
- Lead and advise on all aspects of M&A transactions, including deal evaluation, due diligence across multiple jurisdictions, structuring, negotiation, documentation, and closing.
- Ensure compliance with regulatory requirements including antitrust laws, CFIUS, HSR filings, securities laws, and industry-specific regulations.
- Oversee preparation and filing of annual and periodic corporate reports with Secretaries of State across all U.S. states and compliance with Canadian corporate regulations.
- Manage mandated filings such as Individuals with Significant Control (ISC) registers in Canada and Corporate Transparency Act (CTA) reports in the U.S.
- Develop and implement best practices, templates, and checklists to improve transaction documentation, due diligence, and corporate governance processes.
- Provide day-to-day legal advice and support for domestic and cross-border corporate transactions, contracts, compliance, and operational matters related to software and IT services subsidiaries.
- Draft, review, negotiate, and manage strategic commercial agreements for software and IT services businesses, including partnership agreements, technology licensing, SaaS agreements, master services agreements, real estate leases, and consultant agreements.
- Coordinate with tax, finance, HR, and outside counsel to ensure cohesive deal execution and compliance.
- Support antitrust, trade, environmental compliance, pre-litigation, dispute resolution, government inquiries, investigations, and settlements.
- Monitor legislative, regulatory, and judicial developments globally affecting corporate governance, M&A, securities, antitrust, trade, and related areas.
- Design and deliver training programs on corporate governance, M&A processes, entity management, contract management, antitrust compliance, and regulations relevant to software and IT services.
- Perform other duties as assigned.
Requirements
- Minimum 12 years of relevant experience in corporate law firms and/or in-house legal departments focusing on M&A and corporate governance, preferably with multinational companies.
- Proven experience handling complex domestic and cross-border transactions, commercial contracts, mergers and acquisitions, divestitures, joint ventures, equity investments, dissolutions, reorganizations, capitalization, integration planning, escrow/earnout mechanisms, transition services, and restrictive covenants.
- Deep knowledge of Delaware General Corporation Law and Canadian federal and provincial statutes.
- Experience with M&A insurance processes including representations and warranties insurance (RWI) and claim handling.
- Legal experience or knowledge of software and information technology services industries preferred.
- Excellent verbal, written, and presentation skills with the ability to analyze and clearly explain legal issues.
- Ability to work independently and collaboratively, managing multiple concurrent projects accurately and timely.
- Experience collaborating with multicultural teams across different time zones; some travel may be required.
- Strong organizational, communication, multitasking, problem-solving, and interpersonal skills.
- Ability to engage and communicate effectively with colleagues at all levels and across functions.
- Strong business acumen to align legal advice with business objectives.
- Ability to work under tight deadlines and adapt to changing priorities.
- Juris Doctor degree from an accredited law school; academic honors preferred.
- Licensed to practice law in good standing in the attorney’s work location.
Preferred Qualifications
- Experience with antitrust matters, CFIUS, and HSR compliance.
- Ability to advise on multinational legal and regulatory issues affecting global corporations.
- Strong project management skills including organizing workstreams, maintaining checklists, and driving accountability.
- Proactive, responsive, analytical, collaborative, and culturally astute.
- Technology savvy and operationally focused.
- Budget conscious with a focus on continuous improvement and operational excellence.
Compensation and Benefits
- Salary up to $195,000 depending on experience.
- Medical, dental, and vision insurance.
- Life insurance.
- 401(k) retirement plan.
- Paid time off.
Location
The position is based at the Americas headquarters located in Valhalla, New York, offering access to excellent schools, parks, and proximity to New York City.