Associate
Pilsbury Law

New York, New York

Job Description

Work site:

Pillsbury Winthrop Shaw Pittman LLP, 31 West 52nd Street, New York, NY 10019 (remote work allowed two days of the week).

Duties:

- Provide legal advice to public companies, private equity clients, venture capital firms, portfolio companies, investment banks, and other financial institutions and strategic companies in connection with:

• (i) U.S. and international mergers and acquisitions, leveraged acquisitions, follow-on acquisitions, control and non-control investments, joint ventures, divestitures, asset sales, tender offers, exit transactions, restructurings, and recapitalizations and
• (ii) fairness opinions, co-investments, consortium investments, securities laws matter, and other legal matters.

- Provide legal advice to venture-backed and emerging growth companies in connection with:

• (i) equity financings (including series seed and series A financings),
• (ii) cap table management,
• (iii) corporate governance,
• (iv) various aspects of the company's business,
• (v) asset acquisitions and dispositions.

- Draft and negotiate:

• (i) corporate transaction documents (including equity commitment letters, stock and asset purchase agreements, merger agreements, transition services agreements, support agreements, voting agreements, escrow agreements, and paying agent agreements),
• (ii) corporate and commercial documents (including engagement letters, term sheets, letters of intent, confidentiality agreements, employment agreements, and customer and supplier agreements),
• (iii) corporate governance and organizational documents (including formation documents, charters, by-laws, operating agreements, stockholders' agreements, registration rights agreements, and all related resolutions),
• (iv) capital markets documents (including registration statements, reporting documents, and public company filings),
• (v) NVCA transaction documentation.

- Prepare internal and client-facing memoranda and presentations regarding corporate, contract, and conflict of law issues.

- Advise companies on governance matters, including best practices for directors and officers.

- Manage the transaction process with limited oversight (including coordinating with specialists and addressing client queries).

- Conduct detailed buy-side and sell-side due diligence (including synthesizing findings in client memoranda).

- Maintain corporate books and records for companies, including drafting meeting minutes and resolutions.

- Train and mentor junior attorneys.

Requirements:

- Juris Doctor (J.D.) or Master of Laws (L.L.M.) degree in Law.

- Two (2) years of related experience as an Associate and must include:

• Drafting and negotiating documentation in connection with (i) U.S. and international mergers and acquisitions, leveraged acquisitions, follow-on acquisitions, control and non-control investments, joint ventures, divestitures, asset sales, tender offers, exit transactions, restructurings, and recapitalizations and (ii) fairness opinions, co-investments, consortium investments, and securities laws matters.
• Drafting and negotiating term sheets, stock and asset purchase agreements, merger agreements, investment agreements, stockholders' agreements, transition services agreements, equity commitment letters, support agreements, voting agreements, escrow agreements, paying agent agreements, organizational documents, and confidentiality agreements.
• Modeling out convertible debt and equity securities (e.g., PIPEs, convertible preferred stock, convertible debt, and warrants) to confirm legal documentation properly reflects the intended economic agreement and reviewing excel models to ensure the formulae and calculations are accurate and aligned with the underlying legal documentation.
• Requires license to practice law in the State of New York.

Hours: Full-time.

Salary Range: New York Pay range for this role, with final offer amount dependent on skillset and experience is $153,254 - $370,000/year.

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Pillsbury Winthrop Shaw Pittman LLP is an Equal Opportunity Employer.

If you require an accommodation in order to apply for a position, please contact us at PillsburyWorkday@pillsburylaw.com .

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