Sr. Corporate Counsel (Securities/Governance)

FT / Embedded / Remote
ZL is seeking a seasoned Senior Corporate & Securities Counsel to join our Flexible Talent team in a fully embedded role working directly with one of our fast-growing private technology client
s
We are looking for a highly collaborative, practical, and self-motivated corporate attorney with deep experience supporting private companies through complex capital raises, equity programs, and corporate governance; someone who has done this work before and knows how to get transactions and programs across the finish l
i
n.
This is a hands-on, independent role requiring a proactive attorney who thrives in a fast-paced, high-growth environment and is comfortable owning their workload end to
en.
The ideal candidate has supported a late-stage private company through the full lifecycle of corporate and securities matters: from venture and growth equity rounds to employee equity programs to board governance, and is ready to be a critical partner to the bus
i
nes.
Key Responsi
b</p>
iliies
Corporate &
S</p>ecurties
• Lead and manage equity and debt financing transactions, including preferred stock rounds, convertible notes, SAFE
s, and secondary
transations
• Draft, negotiate, and manage transaction documents: term sheets, stock purchase agreements, investor rights agreements, voting agreements, and relat
e
d instuments
• Advise on securities law compliance for private company issuances, including Section 4(a)(2) and Regu
lat
ion D exmptions
• Manage cap table integrity, equity issuances, and 409A valuation processes in coordination with finance and
externaladvisors
• Support due diligence and legal workstreams for strategic transactions, including M
&A
and liquidty events
CorporateGovernance
• Advise the board of directors and senior leadership on fiduciary duties, governance best practices, and board process for a
la
te-stage priate company
• Maintain and update the corporate minute books, entity records, and subsi
d
iary governace structure
• Support board committee structure and advise on governance matters as the company
sca
les toward a lquidity event
E
quity Compensaion & Benefits
• Administer and advise on equity compensation programs, including stock option plans, RSU grants, and em
plo
yee stock purchae plans (ESPPs)
• Counsel employees and executives on equity grant terms, vesting, exercise, and tax considerations (ISOs, NSOs
,
early exercise,83(b) elections)
• Partner with HR and finance on equity-related compliance, including S
ect
ion 409A, Section 80G, and Rule 701
• Support the design and implementation of executive compensation arrangements, including offer letters, severance agreem
e
nts, and change-incontr
ol
provisions
Cross-Fuctional Partnership
• Serve as a trusted legal advisor to the CFO, CEO, and other senior l
e
aders on corporate ad securities matters
• Coordinate with outside counsel on f
ina
n
cing transac
tions, M&, and complexmatters
Requirements
•
J.D. and active bar amission in good standing
• 7+ years of experience in corporate and securities law, with meaningful time s
upp
orting private companies a the growth or late stage
• Prior experience at a top-tier law firm with a strong corporate/M&A practice,
f
ollowed by in-house experince, is strongly preferred
• Experience in the technology, fintec
h,
or high-growth startup secto is a plus but not required
• Demonstrated track record managing equity financings end-to-end
,
including drafting and negoiating transaction documents
• Hands-on experience with equity compensation program
s—p
lan administration, grant mechnics, and employee counseling
• Working knowledge of Section 409A, Rule 701, Section 4(
a
)(2)/Reg D, and related privat company securities compliance
• Experience advising boards and s
eni
or leadership on governance mattrs in a private company context
• Track record of delivering pragmatic, business-oriented le
g
al advice and building strong reationships with internal clients
• Excellent writ
ten
and verbal communication skills ad exceptional attention to detail
• Strong work ethic, sound jud
g
ment, and comfort operating indepedently in a fast-paced environment
• Willingne
ss
t
o roll up your sleeves and fl
e
x acrss matters as business needs eolve
The Su
cc
essful Candidate Will
• Have a postive, self-motivated, can-do attitude
• Be an exceptional
com
municator—clear, concise, and effectivewith both legal and business audiences
• Bring genuine bu
s
iness acumen and the ability to act as oth legal counsel and strategic advisor
• Be de
tai
l-oriented and insist on high-quality wor product, especially under time pressure
• Have a strong
t
rack record of establishing solid workingrelationships across functions and
le
vels
• Be a consummate team player with oustanding judgment and impeccable integrity
• Have a sense of humor,
p
ersonable na
ture, and the kind of demeanor hat makes coleagues want to work with them
How to Apply
Submit your resume and a brief note describing your experience supporting late-stage private companies, including the types of
f
inancing transactions you have led and your ole in managing equity compensation programs.
ZentLaw is an award-
winning, nationwide alternative legal services pro

Work arrangement
Yes