Senior Counsel - Corporate Finance & Investments

**Job Description Summary**The Senior Counsel – Corporate Finance & Investments serves as a senior legal advisor for Cedar’s financing, investment, capital formation, and corporate transaction activities. This role works closely with Cedar’s Managing Partners, Finance, Investments, Development, and Accounting teams on sophisticated equity and debt transactions, joint ventures, project financings, acquisitions, dispositions, and other strategic transactions. The Senior Counsel is responsible for structuring, negotiating, documenting, and executing transactions while identifying legal and commercial risks and developing solutions that support Cedar’s investment and development objectives. The position requires strong transactional judgment and the ability to independently manage complex matters involving multiple internal stakeholders, investors, lenders, counterparties, and outside counsel.**Job Description****Equity & Investment Transactions*** Provide legal support for equity investments, joint ventures, strategic partnerships, acquisitions, dispositions, and other investment transactions.* Draft, review, and negotiate term sheets, letters of intent, joint venture agreements, contribution agreements, purchase and sale agreements, investment agreements, and related transaction documents.* Advise Investments and senior leadership regarding transaction structures, governance rights, economic provisions, approval rights, exit provisions, and other material terms.* Coordinate legal due diligence and identify material legal, contractual, corporate, and transaction risks.* Support investment committee and executive decision-making by clearly communicating material legal issues and recommended solutions. **Debt & Project Finance*** Advise Cedar on corporate, project, construction, and other financing transactions.* Draft, review, and negotiate credit agreements, loan documents, guarantees, security documents, intercreditor arrangements, and other financing documentation.* Partner with Finance and Development to evaluate financing structures, lender requirements, covenants, collateral arrangements, and closing conditions.* Manage legal workstreams associated with financing closings, amendments, refinancings, and other capital events.* Coordinate with lenders, investors, counterparties, and outside counsel throughout transaction execution. **Corporate Governance & Entity Matters*** Provide legal oversight of Cedar’s corporate governance and entity structure, including entity formation, subsidiary structures, authorization requirements, and related corporate matters.* Draft, review and oversee board, member, manager, and other corporate approvals and governance documentation.* Support maintenance of appropriate legal structures for development projects, investments, financing arrangements, and joint ventures.* Support governance requirements associated with investors, lenders, joint venture partners, and project-level entities, including approval rights, authorization requirements, and other contractual governance obligations.* Advise senior leadership regarding governance obligations and contractual approval requirements. **Transaction Management*** Lead legal transaction workstreams from initial structuring through closing and post-closing obligations.* Establish and manage transaction timelines, diligence processes, documentation requirements, closing checklists, and outstanding legal items.* Maintain oversight of material post-closing obligations, governance requirements, investor and lender rights, approval thresholds, and other continuing obligations associated with financing and investment structures* Coordinate internal stakeholders and outside counsel to maintain transaction momentum.* Identify issues requiring escalation and provide clear recommendations to leadership.* Manage outside counsel within assigned areas of responsibility, including scope, transaction strategy, work product, responsiveness, execution, and legal spend. **Strategic Legal Support*** Monitor material legal developments affecting Cedar’s financing, investment and corporate transaction activities.* Develop and continuously improve transaction templates, legal playbooks, workflows, and internal processes that support efficient and consistent execution of Cedar's financing and investment activities.* Partner with other members of Legal on matters that cross financing, construction, development, procurement, and corporate workstreams.* Provide practical legal advice aligned with Cedar’s investment strategy and business objectives. **Required Experience*** 7–10 years of relevant transactional legal experience with a law firm, in-house legal department, or combination of both.* Juris Doctor (JD) from an accredited law school.* Active membership in good standing with at least one U.S. state bar.* Significant experience with sophisticated corporate finance, equity, debt, investment, or transactional matters.* Demonstrated experience independently drafting and negotiating complex transaction documents.* Strong understanding of transaction structures, corporate governance, due diligence, and financing documentation.* Ability to manage multiple complex transactions and stakeholders simultaneously.* Strong commercial judgment with the ability to identify material issues and develop practical solutions.* Excellent negotiation, analytical, drafting, communication, and project-management skills. **Preferred Qualifications*** Experience with private equity, infrastructure, real estate, project finance, or data center transactions.* Experience representing developers, sponsors, institutional investors, lenders, or investment platforms.* Experience with joint ventures and sophisticated equity structures.* Experience with project or construction financing.* Prior in-house experience supporting a real estate, infrastructure, investment, development, or financial organization. **Core Competencies****Transactional & Legal Judgment**: Identifies material transaction issues and develops commercially practical solutions.**Finance & Investment Acumen**: Understands the interaction among legal terms, transaction economics, financing structures, governance, and investment objectives.**Negotiation & Deal Execution:** Effectively negotiates sophisticated transactions while maintaining focus on execution and business outcomes.**Executive Communication:** Distills complex legal matters into clear recommendations for senior leadership.**Ownership & Accountability**: Independently manages complex transactions from initial structuring through closing and post-closing requirements. **Physical Requirements**Ability to perform work primarily in a professional office environment and travel to business meetings, transaction-related meetings, and other locations as required. **Benefits*** Medical Insurance* Dental Insurance* Vision Insurance* 401(k)* Life Insurance* Short-Term and Long-Term Disability* Paid Holidays* Paid Time Off **Schedule**Full-time position based in **Arlington, Virginia or New York, New York**. Regular onsite presence is expected, with flexibility to support transaction timelines, closings, and other business requirements. #J-18808-Ljbffr