Corporate Counsel – Contractor

This is a fully remote position, open to applicants in United States.

📋 Description

• Act as a fractional corporate counsel for startups and technology companies in their growth stages

• Oversee the complete corporate lifecycle, from formation through financing stages

• Provide guidance to founders, finance teams, and internal legal departments

• Manage incorporations, transitions from LLC to C-corp, Delaware reincorporations, flips, subsidiaries, and foreign qualifications

• Oversee founder stock purchases, vesting schedules, 83(b) elections, and IP assignments

• Handle board and stockholder consents, minutes, bylaws and charter amendments, along with annual compliance in Delaware

• Manage equity incentive plans, option and RSU grants, coordination of 409A valuations, cap table maintenance, Rule 701 compliance, and blue-sky regulations

• Oversee company-side SAFEs, convertible notes, and priced seed and Series A financing rounds

• Manage ROFR and co-sale processes, tender offers, and stock transfer requests

• Prepare data rooms, address diligence inquiries, and assist with smaller M&A and acqui-hire transactions

• Collaborate with employment and commercial counsel regarding equity grants and corporate approvals

• Develop templates, checklists, quality standards, and AI-assisted workflows from recurring tasks

• Work alongside product and engineering teams to enhance legal tools

• Respond to client inquiries within the same business day during specified working hours

⛳️ Requirements

• J.D. degree and active bar membership in good standing

• Minimum of 5 years in corporate practice, particularly with experience in emerging companies and venture financing

• Experience at a law firm with a reputable emerging companies or venture practice; in-house or sole counsel experience is a strong advantage

• Practical, company-side experience with SAFE, convertible note, and priced equity financings

• Strong understanding of Delaware corporate law and startup equity structures

• Familiarity with cap table management platforms like Carta or Qapita and electronic signature closing processes

• Experience with, or enthusiasm for, AI-enhanced legal workflows

• Solid foundation in professional responsibility and legal ethics

• Exceptional written and verbal communication skills, especially when working with founders and finance teams

• Must be an active attorney in good standing

• Must hold a license to practice in at least one U.S. state or jurisdiction

🏝️ Benefits

• Opportunity to increase hours as the corporate practice expands

• Minimum of 10 hours per week available for client matters, though workload may vary based on demand

• Commitment to same-business-day responses during specified working hours, with added flexibility for financing closings