Legal Due Diligence Consultant

Legal Due Diligence Consultant

Contract to hire · Operating Partner pathway (general counsel / governance track)

You will find the liabilities that don't show up in the numbers. You review contracts, disputes, and governance so the buyer knows what it is inheriting, and you work alongside the deal's outside counsel.

What you'll do

• Review material contracts: customer, supplier, distribution, lease, licensing, and joint venture agreements.
• Flag change-of-control, assignment, exclusivity, and termination clauses that affect deal value.
• Assess pending and threatened litigation, warranty claims, and regulatory actions.
• Review corporate governance, ownership structure, board records, and permits.
• Evaluate employment agreements, labor relations, union contracts, and benefit obligations.
• Check intellectual property ownership, trade compliance (ITAR, EAR), and sector regulations such as FDA or FAA.
• Translate findings into reps, warranties, indemnities, and closing conditions with outside counsel.
• After close, lead contract novation, entity cleanup, and compliance program setup.

What you bring

• JD and active bar admission; 7+ years of M&A, corporate, or in-house counsel experience.
• Experience running legal diligence workstreams and data-room reviews on live deals.
• Knowledge of regulated industries such as aerospace & defense, pharma & medical devices, or oil & gas preferred.
• Ability to explain legal risk in business and dollar terms.

Operating Partner path: interim general counsel or governance lead, building contract, compliance, and board processes.

Note: VDS complements, and does not replace, the transaction's legal counsel.