Chief Legal Officer - Miami, Florida

MissionHires is partnering with a well-known Investment Holding Company to hire an experienced Chief Legal Officer to serve as the senior legal advisor to a diversified investment holding company with interests across venture capital, private equity, infrastructure, and private funds. This executive will partner closely with the CEO, Board, executive leadership, investment professionals, portfolio companies, fund managers, and external counsel to oversee corporate governance, cross-border transactions, investment regulation, fundraising, debt capital markets, and institutional legal infrastructure. The ideal candidate is a commercially minded, internationally experienced legal leader with deep U.S. investment adviser and private fund regulatory expertise, as well as hands-on experience supporting EMTN bond programs and complex financing transactions. Spanish proficiency is preferred.

Responsibilities

• Serve as principal legal advisor to the holding company, its subsidiaries, affiliates, investment entities, executive team, and Board.
• Provide practical, commercially oriented advice on corporate governance, fiduciary duties, conflicts of interest, signing authorities, and legal entity management.
• Oversee the formation, maintenance, restructuring, and governance of subsidiaries, SPVs, holding companies, and investment vehicles across multiple jurisdictions.
• Lead or oversee legal workstreams for strategic corporate transactions, reorganizations, acquisitions, disposals, financings, and material investments.
• Coordinate and manage external counsel across relevant jurisdictions and legal specialties.
• Review investor presentations, pitch decks, teasers, websites, investor communications, performance materials, and other fundraising content for compliance with applicable U.S. securities laws.
• Advise on SEC Investment Adviser Marketing Rule requirements, including advertisements, performance information, testimonials, endorsements, and third-party ratings.
• Manage the Legisway platform and the onboarding, organization, and maintenance of executed agreements for the holding company and its investments.
• Partner with the CFO on entity management, governance matters, and IFRS conversion support as needed.
• Provide legal oversight on the U.S. Investment Advisers Act of 1940, SEC requirements, private fund regulation, and regulatory frameworks applicable to the group, its affiliates, investment managers, and funds.
• Advise on investment adviser status and applicable registration, exemption, filing, and compliance requirements, including RIA, ERA, foreign private adviser, and related regimes.
• Advise on U.S. investor participation in non-U.S. funds and investment vehicles, including investor eligibility, onboarding, and fundraising considerations.
• Advise on U.S. private placement and private fund offering structures, including Regulation D, Rules 506(b) and 506(c), Investment Company Act exclusions, and Sections 3(c)(1) and 3(c)(7).
• Review placement agent, finder, introducer, and intermediary arrangements, including potential broker-dealer registration implications.
• Lead or oversee the legal structuring, diligence, negotiation, execution, monitoring, and exit of investments across venture capital, private equity, and infrastructure.
• Negotiate and review investment agreements, subscription agreements, shareholder agreements, joint venture agreements, SPAs, term sheets, side letters, LPAs, management agreements, co-investment arrangements, and related documentation.
• Lead legal workstreams for EMTN program bond issuances and refinancings, including Reg S and Rule 144A offerings, pricing supplements, dealer and subscription agreements, fiscal agency documentation, and closing coordination.
• Maintain and update the EMTN program, including annual updates, base prospectus supplements, program size increases, legal opinions, and drawdown documentation.
• Interpret and monitor bond covenant packages and advise on the implications of new financings, intercompany arrangements, restructurings, leverage, indebtedness, restricted payments, and reporting obligations.
• Manage SGX-ST continuing listing obligations, bondholder communications, consent solicitations, waivers, amendments, and related disclosure processes.
• Support rating agency engagement and review rating reports, structural analyses, and documentation responses.
• Negotiate bank credit facilities and ensure consistency of cross-default, negative pledge, ranking, and related provisions across the capital structure.
• Translate complex legal and regulatory matters into clear, actionable recommendations for senior business stakeholders.
• Help institutionalize and scale the organization's legal, compliance, governance, and risk-management infrastructure as the investment platform grows.

Requirements

• J.D., LL.M., or equivalent legal qualification from a recognized jurisdiction.
• 10+ years of relevant legal experience, including substantial experience in-house at an asset manager, investment firm, private equity firm, venture capital platform, family office, or similar investment organization.
• Demonstrated experience leading sophisticated corporate, transactional, financing, and governance matters.
• Strong cross-border legal experience and the ability to coordinate legal counsel across multiple jurisdictions.
• Strong working knowledge of the U.S. Investment Advisers Act of 1940 and SEC regulatory requirements applicable to investment advisers and private funds.
• Experience analyzing RIA, ERA, foreign private adviser, registration, exemption, filing, and compliance considerations.
• Knowledge of SEC Marketing Rule requirements for private fund advisers, including performance advertising, testimonials, endorsements, and third-party ratings.
• Strong understanding of U.S. private placement exemptions, including Regulation D and Rules 506(b) and 506(c).
• Experience advising non-U.S. fund managers or investment platforms on U.S. fundraising, investor onboarding, and regulatory obligations.
• Experience reviewing fund marketing materials, investor presentations, performance information, investor communications, and related SEC compliance issues.
• Familiarity with Form ADV, Form D, and other relevant SEC filings and regulatory requirements.
• Hands-on experience with EMTN programs and bond issuances by non-U.S. issuers, including Reg S and Rule 144A offerings, program establishment or updates, drawdowns, and closings.
• Familiarity with exchange listing requirements for debt securities, including SGX-ST, Luxembourg, or Euronext Dublin.
• Ability to interpret debt covenant packages, apply them to business decisions, and clearly explain consequences to non-legal stakeholders.
• Experience with refinancing, liability management, new issuances, tender offers, exchange offers, consent solicitations, or similar debt transactions.
• Working familiarity with rating agency criteria and processes for holding company and investment company issuers.
• Experience structuring and negotiating private fund, co-investment, private equity, venture capital, infrastructure, and financing transactions.
• Exceptional judgment, executive presence, negotiation ability, and communication skills.
• Ability to operate effectively in a strategic, hands-on leadership role within a growing investment platform.
• Spanish bilingual proficiency is preferred.

Benefits

• Opportunity to serve as the senior legal leader for a growing, diversified investment platform.
• Direct strategic partnership with the CEO, Board, executive leadership, and investment professionals.
• Broad exposure to venture capital, private equity, infrastructure, private funds, cross-border transactions, and debt capital markets.
• Opportunity to build and institutionalize legal, compliance, and governance infrastructure with meaningful organizational impact.