Corporate Governance Mid-Level Associate Attorney

Job Description

Job DescriptionCorporate Governance Mid-Level Associate Attorney
Locations: New York, NY | Philadelphia, PA | San Francisco, CA | Washington, DC

Direct Counsel is seeking a Corporate Governance Mid-Level Associate Attorney to join the Corporate Governance and Special Committee practice of a premier Am Law firm. This is a unique opportunity to advise boards of directors, special committees, institutional investors, and public companies on sophisticated corporate governance matters, fiduciary duties, M&A transactions, shareholder activism, and Delaware corporate law.

The ideal candidate will have 3–6 years of experience at a major law firm with significant exposure to Delaware corporate law and an interest in handling high-profile, board-level advisory and litigation matters.

Responsibilities

• Advise boards of directors, special committees, management teams, and significant stockholders on fiduciary duties, conflicts of interest, corporate governance, and complex corporate transactions.

• Represent special committees in conflict transactions, including going-private transactions, management buyouts, and interested stockholder matters.

• Counsel clients on shareholder activism preparedness, governance audits, bylaw reviews, and advance notice provisions.

• Advise clients on mergers and acquisitions, including transaction structuring, board processes, disclosure obligations, and litigation risk management.

• Research and analyze emerging developments in Delaware corporate law and provide strategic guidance to clients.

• Draft board presentations, legal opinions, memoranda, governance documents, and transaction-related materials.

• Support Delaware Court of Chancery litigation and collaborate with attorneys across corporate, litigation, financial services, and other practice areas on complex client matters.

Qualifications

• J.D. from a top-tier law school with excellent academic credentials.

• 3–6 years of experience at a major law firm with significant exposure to Delaware corporate law.

• Strong understanding of the Delaware General Corporation Law (DGCL), fiduciary duties, and Delaware Court of Chancery practice.

• Experience advising on special committee matters, conflict transactions, corporate governance, or mergers and acquisitions is preferred.

• Experience with Nevada corporate law is a plus.

• Outstanding legal research, drafting, analytical, and communication skills.

• Ability to independently manage multiple sophisticated matters while delivering exceptional client service.

• Admission to the California Bar is preferred; Delaware or Nevada bar admission is a plus but not required.

Compensation & Benefits

• Salary: Starting at $260,000, with compensation commensurate with class year and experience.

• Comprehensive benefits package including medical, dental, vision, retirement savings, paid time off, professional development opportunities, and additional employee wellness benefits.

This is an exceptional opportunity to develop deep expertise in corporate governance and Delaware corporate law while advising boards, special committees, public companies, private equity firms, and institutional investors on high-stakes, cutting-edge corporate matters.