Corporate Securities Attorney

Job Description

Job Description

Corporate Securities Attorney – Emerging Companies & Venture Capital

A highly respected Pacific Northwest law firm is seeking a Corporate Securities Attorney to join its growing Emerging Companies and Venture Capital practice. This opportunity is ideal for an attorney who enjoys serving as a trusted advisor to startup founders, high-growth technology companies, and investors throughout all stages of the business lifecycle.

The successful candidate will work directly with innovative companies on entity formation, venture capital financings, corporate governance, securities compliance, strategic transactions, and outside general counsel matters. This is an excellent opportunity to join a collaborative team with a strong entrepreneurial client base and a sophisticated corporate practice.

Key Responsibilities

Emerging Companies & Corporate Governance

• Advise founders, startups, and emerging growth businesses on legal structuring and business formation matters, including Delaware and Washington entities.
• Draft and negotiate organizational and governance documents, including founder agreements, stockholder agreements, operating agreements, and related corporate records.
• Provide strategic guidance regarding board governance, fiduciary duties, capitalization structures, and general corporate compliance.

Venture Capital & Private Financings

• Represent startup companies, investors, and venture funds in seed, Series A, Series B, and later-stage financing transactions.
• Draft, review, and negotiate financing documents, including: Term sheets, Stock purchase agreements, Investor rights agreements, Voting agreements, Right of first refusal/co-sale agreements, Convertible note and SAFE financing documents, Counsel clients on fundraising strategy and transactional execution from initial investment through closing.

Securities Law Compliance

• Advise clients regarding federal and state securities law requirements and available exemptions.
• Handle Regulation D offerings, Blue Sky compliance filings, and Form D submissions.
• Provide guidance relating to Rule 701, equity compensation issuances, and other securities-related matters affecting private companies.
• Support clients participating in crowdfunding, Regulation A+, and private placement activities.

Mergers, Acquisitions & Strategic Transactions

• Assist clients with mergers, acquisitions, asset purchases, restructurings, and other corporate transactions.
• Conduct legal due diligence reviews.
• Draft and negotiate acquisition agreements, disclosure schedules, and ancillary transaction documents.
• Advise management teams and investors through exit events and liquidity transactions.

Outside General Counsel Services

• Serve as a strategic legal advisor to startup and emerging company clients.
• Provide practical guidance on: Commercial contracts, Intellectual property and technology-related agreements, Equity incentive plans, Cap table management, Corporate governance matters

Firm offers full benefits package including retirement plan, bonus plan, healthcare plans, cellphone and parking stipends, partnership track, and hybrid work from home options.

Qualifications

• Juris Doctorate
• Several years of corporate transactional experience with a law firm serving startups, venture-backed companies, investors, or emerging growth businesses.
• Demonstrated experience handling venture capital financings, corporate governance, and securities law matters.
• Strong familiarity with: NVCA model financing documents, Y Combinator SAFE templates, Carta or similar equity management platforms, Securities Act of 1933 and Securities Exchange Act of 1934 compliance concepts and Rule 701 and private offering exemptions