Senior Legal Counsel, Corporate & Securities

Job Details: Job Location: U.S. Headquarters - San Jose, CA 95134, Position Type: Full Time, Job Category: Finance, Job Summary:

Eugenus is seeking a Senior Legal Counsel, Corporate & Securities to support the Company’s corporate legal matters and play a key role in preparing for a potential U.S. initial public offering.

This role will work closely with senior management and external advisors on IPO readiness and execution, corporate governance, securities matters, equity compensation, corporate transactions, and other strategic legal initiatives. As Eugenus prepares for its next stage of growth and a potential U.S. IPO, the Senior Legal Counsel will help coordinate cross-functional IPO workstreams and work closely with external legal counsel, investment banks, auditors, and other professional advisors.

The role is intended to continue beyond the IPO and evolve into a key legal and corporate governance position supporting Eugenus as a U.S. public company.

Key Responsibilities

IPO Readiness & Securities

• Support the Company’s overall U.S. IPO readiness and execution process.
• Coordinate IPO-related legal workstreams, milestones, dependencies, and deliverables across Legal, Finance, Accounting, Tax, HR, and other functions.
• Work closely with external securities counsel, investment banks, auditors, accounting advisors, and other IPO service providers.
• Support the preparation and review of the Form S-1 registration statement and other SEC filings.
• Coordinate legal due diligence, disclosure processes, data room management, and responses to underwriter and advisor requests.
• Support the SEC review and comment-response process in coordination with external counsel and management.
• Assist with IPO-related corporate restructuring, capitalization, and other transaction matters.
• Support the Company’s transition from private-company practices to public-company securities, governance, and compliance requirements.
• Track key IPO legal and governance workstreams and drive follow-up with internal teams and external advisors.

Corporate Governance & Board Matters

• Support Board of Directors and committee governance matters.
• Prepare and review Board and committee resolutions, written consents, minutes, and other corporate records.
• Support the development and implementation of corporate governance policies and procedures appropriate for a U.S. public company.
• Assist with preparation for the establishment and operation of Board committees required or appropriate for a public company.
• Maintain and enhance corporate records, governance documentation, and approval processes.
• Support corporate secretary functions and Board administration as appropriate.

Equity Compensation & Capitalization

• Provide legal support for stock option, equity incentive, and other equity compensation programs.
• Prepare and review Board and shareholder approvals related to equity grants and equity plans.
• Support cap table and equity administration matters in coordination with Finance, HR, external counsel, and equity administration providers.
• Assist with implementation of public-company equity plans and related IPO transition activities.
• Support legal aspects of executive compensation and equity-related disclosures.
• Coordinate with external counsel on securities law and corporate governance matters related to equity compensation.

Corporate & Strategic Transactions

• Provide legal support for corporate restructuring, financing, M&A, strategic investments, and other corporate transactions.
• Draft, review, and coordinate transaction documentation with external counsel and internal stakeholders.
• Support corporate structure and intercompany matters involving the Company’s U.S. and international operations.
• Assist management with legal analysis and execution of strategic business initiatives.
• Coordinate with external counsel on cross-border corporate and transaction matters.

General Corporate Legal Support

• Provide practical legal advice to management on corporate and commercial matters.
• Draft, review, and negotiate corporate and business agreements as needed.
• Coordinate and manage external counsel, including scope, deliverables, timelines, and legal costs.
• Identify legal, regulatory, governance, and execution risks and provide practical recommendations to management.
• Support other corporate legal and strategic projects as assigned.

Key Success Factors

• IPO Execution Capability: Able to drive legal and governance aspects of IPO readiness, anticipate requirements and dependencies, coordinate internal teams and external advisors, and elevate critical issues before they affect the IPO timeline.
• Public-Company Readiness Mindset: Applies the level of documentation, governance, compliance, controls, and discipline expected of a U.S. public company.
• Ownership and Independence: Takes broadly defined assignments from initial analysis through recommendation and execution with limited supervision.
• Business Judgment: Evaluates legal issues in the context of business objectives, financial implications, risks, and practical trade-offs.
• Execution and Accountability: Converts objectives into clear workplans, owners, milestones, and deliverables and drives them to completion.
• Executive Communication: Distills complex legal, governance, securities, and transaction matters into concise, decision-oriented recommendations.
• Advisor Management: Effectively manages and challenges external attorneys, investment banks, auditors, consultants, and other professional advisors.
• Cross-Functional Leadership: Drives execution across Legal, Finance, Accounting, Tax, HR, Operations, and international teams without relying solely on formal authority.
• Attention to Detail and Prioritization: Maintains high accuracy while distinguishing critical IPO and legal matters from lower-priority issues.

Travel

• Occasional travel may be required to support coordination with global teams and project execution.

Qualifications

• J.D. from an accredited U.S. law school.
• Active membership in good standing with at least one U.S. state bar; California Bar membership preferred.
• 8+ years of relevant legal experience at a leading law firm and/or corporate legal department.
• Strong experience in corporate law, securities, corporate governance, and corporate transactions.
• Demonstrated experience with a U.S. IPO, IPO readiness program, and/or a U.S. public-company environment.
• Strong understanding of SEC reporting, securities law, corporate governance, and other requirements associated with preparing for or operating as a U.S. public company.
• Experience working with Boards of Directors and senior executives.
• Demonstrated ability to manage complex, cross-functional initiatives involving senior management and external advisors.
• Strong project management skills with the ability to independently manage multiple workstreams, deadlines, and deliverables.
• Excellent written and verbal communication skills.
• Strong business judgment and ability to translate complex legal matters into practical, decision-oriented recommendations.
• Ability to effectively interact with investment bankers, external counsel, auditors, accounting advisors, and other professional service providers.

Preferred Qualifications

• Direct experience supporting or executing a U.S. IPO, including S-1 preparation, due diligence, SEC review, and/or offering completion.
• Experience at a leading corporate/securities law firm.
• Experience in-house at a pre-IPO or U.S. public company.
• Experience working directly with investment banks, SEC counsel, PCAOB auditors, and other IPO advisors.
• Experience with equity compensation, stock plans, cap table management, and executive compensation matters.
• Experience with M&A, financing, corporate restructuring, and other strategic transactions.
• Experience supporting public-company corporate governance, Board committees, and SEC compliance.
• Experience working in a multinational and cross-border environment.
• Korean language proficiency is highly preferred due to frequent interaction with Korea-based management and stakeholders.
• Semiconductor, semiconductor equipment, or technology industry experience is a plus.

Benefits

• multiple medical plan options
• dental and vision coverage
• Health Savings Account (HSA) contributions
• 401(k) with company matching
• company-paid life and disability insurance
• Employee Assistance Program (EAP)
• flexible spending accounts
• commuter benefits
• voluntary programs to support physical, financial, and emotional well-being

Eugenus, Inc. provides a comprehensive and competitive benefits package that includes multiple medical plan options, dental and vision coverage, Health Savings Account (HSA) contributions, 401(k) with company matching, company-paid life and disability insurance, Employee Assistance Program (EAP), flexible spending accounts, commuter benefits, and voluntary programs to support physical, financial, and emotional well-being.

Eugenus is an Equal Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, color, national origin, citizenship, ancestry, religion, creed, sex, sexual orientation, gender identity, age, disability, veteran or military status, or any other characteristic protected by applicable federal, state, or local laws.