PRINCIPAL COUNSEL, INVESTMENT TRANSACTIONS

PRINCIPAL COUNSEL, INVESTMENT TRANSACTIONS Location: Oakland Job ID: 86980 Reporting to the Managing Counsel, the Principal Counsel will provide legal advice on a variety of highly complex corporate transactions for clients across the UC system and particularly matters within the purview of the University's Office of the Chief Investment Officer ('UC Investments'). The Principal Counsel will draft, review, structure, and negotiate a variety of agreements involving the University's interests in connection with direct investments and private fund investments. Responsibilities require knowledge of laws, regulations, and policies applicable to a broad range of investment transaction issues, including highly complex corporate transactional, finance, and investment matters. Core Responsibilities 75% Core Legal Practice Provides practical, actionable, and timely legal advice, counsel, and support on a variety of highly complex corporate transactional, finance, operations, and investment matters related to UC Investments under the supervision of the Deputy General Counsel and/or Managing Counsel. Directly and independently structures, documents, and negotiates legal matters and handles projects on behalf of The Regents and UC Investments as they pertain to various corporate and investment transactions, including private funds, secondary sales, direct investments, real estate transactions, and separately managed accounts. Provides research and advice on legal issues affecting University investments, including for special projects such as joint ventures, equity investments and disposals. Coordinates with individual University campuses on campus‑based startups and equity‑related matters. Creates and updates standard form investment agreements and other agreements. Drafts, reviews, and negotiates various commercial contracts, including professional services agreements and data agreements. Establishes legal and compliance policies and procedures that meet applicable regulatory requirements and tests the operative effectiveness of those policies. Assists in the preparation of board materials. Participates in the development of legal strategy and execution of transactions. Implements a contract management system and process. Assists UC Investments on compliance matters such as insider trading reporting policy and reporting procedures, personal trading. Plans and assists in due diligence; actively manages deal processes and execution. Advises and renders opinions to senior leaders with respect to the legal implications of establishing or changing policy. Attends public meetings of the Investments Committee of the Board of Regents on behalf of the General Counsel. Works with colleagues in the UC Office of the President to develop and modify practices and procedures to conform with changing legal requirements. Advises officers and senior managers of corporate legal responsibilities. Keeps informed on changing legislation and case law development in the area of corporate, finance, and investment transactions. Establishes effective relationships with key internal and external constituencies by recognizing strategic needs of organization and proactively building relationships with appropriate stakeholders to ensure successful outcomes. Directly negotiates matters on behalf of The Regents. 10% Leadership Provides functional advice, training and/or guidance and effectively mentors less‑experienced attorneys. Develops objectives and ensures service according to established priorities; delegates work effectively to maximize efficiencies. 10% Compliance & Stewardship Makes recommendations concerning areas of work to perform in‑house versus payment for an outside firm. Ensures accurate record keeping in compliance with UC Legal data quality protocols. Complies with delegations of authority for committing University funds. Acts as a liaison with retained outside counsel and manages outside counsel budget. 5% Collaboration and Communication Recognizes strategic needs of organization and proactively builds relationships with appropriate stakeholders. Establishes effective relationships with key internal and external constituencies. Develops objectives and ensures service according to established priorities. Ensures accurate record keeping in compliance with UC Legal data quality protocols. Minimum Experience: 8+ years of relevant in‑house or law firm experience with corporate transactional and investment matters; must have extensive transactional experience. Required Qualifications Significant experience with legal aspects of private fund investments, direct investments, real estate transactions, mergers and acquisitions, and/or corporate finance. In‑depth capabilities in collaboration, facilitation, and strategic and creative thinking. Proven team player with a positive attitude and strong interpersonal communication skills, including active listening, negotiation, persuasion, and education. Experience in reviewing, drafting, and negotiating a broad range of general corporate and/or fund‑related agreements for a variety of transactions, including private fund investments, direct investments, investment hedging, futures, and similar accounts, agreements with banks and broker dealers, term sheets, letters of intent, mergers and acquisitions, dispositions, real property transactions, consulting and professional service arrangements, trading and risk‑management agreements, software license agreements, confidentiality agreements, and related corporate actions. In‑depth understanding of highly complex legal issues and ability to foresee implications in the University setting and institutional concerns, even when ambiguous or hidden. Excellent decision‑making ability, even when unpopular, earning credibility and support from colleagues. Advanced written communication skills and ability to create and deliver effective materials and/or presentations appropriate to various audiences, including senior leaders and technical experts. Advanced skills in project management and in facilitating policy review and changes. Demonstrated ability to build trust and credibility with a broad group of colleagues, clients, and other stakeholders, including senior leadership. Demonstrated commitment to the highest ethical standards. Proven ability to maintain confidentiality and exercise discretion and tact when handling sensitive or potentially sensitive issues. Willingness to work in the office at a minimum on an as‑needed basis. Strong understanding of applicable securities regulations, corporate transactional, investment, finance and contract laws, relevant enforcement trends, and strategies to manage related risks. Experience in negotiating equity‑based financing transactions. Preferred Qualifications Experience working on real estate transactions. Experience working in the legal department of an investment management firm, investment bank, or other financial institution. General private corporate/business transaction experience, including advising on incubators, accelerators, and similar startup frameworks. Experience working for other clients that are educational institutions, startups, or investors. International transactional experience. Institutional knowledge of the University of California's equity‑related policies and procedures or similar higher education experience. Experience working with both private and public/governmental entities and/or experience with local, federal, and/or UC policy. Ability to mentor and coach all levels of staff and to provide for succession planning. Education and Licensing Advanced degree in a related area. Must be a member in good standing of the California Bar. (Out‑of‑state hire would be afforded time to pass the Bar within a reasonable period.) Travel Requirements Occasional travel for business meetings (5%). Special Conditions This role requires that the incumbent reside within California and report to work on‑site at UC's Office of the President in Oakland, CA on a regular basis. New employees must work on‑site at least two days per week on Tuesday and Wednesday. Exceptional circumstances may allow a fully remote arrangement approved by the General Counsel. Salary and Benefits Job Title: Counsel 4 Job Code: 000201 Salary Grade: Grade 29 Payscale: $235,000 - $275,000 annual, commensurate with experience. Benefits: Comprehensive benefits package offered by the University. For more information visit our benefits portal. EEO Statement The University of California is an Equal Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, age, protected veteran status, or other protected status under state or federal law. #J-18808-Ljbffr