Corporate & Securities Counsel

Corporate & Securities Counsel

Mindspring Ventures | Olathe, Kansas (Hybrid) | Part-time

About Mindspring Ventures

Mindspring Ventures is a family office overseeing a portfolio of operating companies and investments. The portfolio includes Shamrock Roofing and Construction, a top-25 independent roofing company with about 14 branches in 8 states, and Trussi.ai, an AI-powered revenue platform built for the roofing industry, along with real estate and investment holdings.

The Role

We are hiring our first in-house attorney. This is a hands-on seat: you will do the recurring legal work yourself, keep every entity compliant and in good standing, and manage outside firms on larger matters.

There is no legal department today. You will build the systems, templates and calendars that make the work repeatable, and you will report directly to the Founder and CEO.

What You Will Own

Private securities offerings

• Structure and run Regulation D offerings under Rule 506(b) and 506(c), including priced rounds, SAFEs and convertible notes for portfolio companies.
• Draft and negotiate term sheets, private placement memoranda, purchase agreements, investor rights agreements and side letters.
• Run accredited investor verification for 506(c) offerings and Rule 506(d) bad actor diligence.
• Manage general solicitation rules so 506(b) offerings stay compliant.

Securities filings

• File Form D on EDGAR within 15 days of first sale, plus amendments.
• Make state blue sky notice filings in every state where investors reside, including through NASAA EFD.
• Maintain a filing calendar so no deadline depends on memory.

Subscription documents and investor onboarding

• Own subscription agreement templates and investor questionnaires.
• Manage closings: signatures, funds flow, countersignature and equity issuance.
• Keep investor records organized and diligence-ready.

Cap tables and equity records

• Reconcile cap tables against board and member approvals, ledgers and signed documents, and paper any gaps.
• Maintain cap tables on an equity management platform (Carta, Pulley or similar).
• Administer option and profits interest grants, including 409A timing and 83(b) reminders.

Contract review

• Review, redline and negotiate commercial contracts across the portfolio: vendor and SaaS agreements, NDAs, customer and partner agreements, consulting agreements, leases and real estate documents.
• Build standard templates and a clause playbook so routine agreements move quickly.
• Set signature authority rules and maintain an executed contract repository.

Compliance and governance

• Keep every entity in good standing: annual reports, registered agents and foreign qualifications in each operating state.
• Track state and local contractor licenses, bonds and insurance requirements across a multi-state footprint.
• Own customer-facing legal terms for our software business: terms of service, privacy policy, data processing terms, and marketing consent rules (TCPA, CAN-SPAM).
• Maintain corporate records: minutes, written consents, operating agreements, and officer and manager records.
• Run a single compliance calendar across the portfolio and report status to leadership quarterly.

Accounts and banking documentation

• Open and maintain bank, brokerage and investment accounts for each entity, including account resolutions, certificates of incumbency and KYC documentation.
• Keep authorized signer lists current across all institutions.
• Set up and maintain regulatory and platform access: EDGAR, state filing portals and the equity management platform.

Outside counsel

• Coordinate outside firms on large transactions, specialized regulatory matters, litigation and estate work.
• Provide records, documents and diligence support, and keep leadership informed.

Your First 90 Days

1. Inventory every entity, its good-standing status and its governing documents.
2. Deliver a reconciled cap table for each company.
3. Stand up the compliance calendar and core contract templates.
4. Be ready to lead the next private offering.

REQUIREMENTS

• JD and an active bar license in good standing, with the ability to register as in-house counsel in Kansas.
• 6 to 10 years of corporate and securities experience, including at least 3 years at a law firm on emerging company or venture work.
• Hands-on experience running Regulation D offerings end to end: structuring, documents, closing, Form D and blue sky filings.
• Experience cleaning up and maintaining cap tables.
• Strong commercial contract drafting and negotiation skills.
• Comfort being the only lawyer in the building: you set priorities, say no when needed and know when to bring in outside counsel.

Preferred

• Family office, holding company or multi-entity experience.
• Exposure to construction, contractor licensing or multi-state operations.
• SaaS and data privacy experience.
• Fluency with Carta or Pulley, EDGAR and NASAA EFD.

What We Offer

• Competitive base salary.
• Annual bonus tied to clear, measurable goals.
• Long-term incentive.
• Hybrid schedule based in Olathe, Kansas.
• Direct access to the Founder and CEO, and the chance to build the legal function from the ground up.

How to Apply

Apply with your resume and a short note describing a Regulation D offering you ran from start to finish.

Mindspring Ventures is an equal opportunity employer. We consider all qualified applicants without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status or any other status protected by law.