Counsel, Corporate Transactions

YOUR MISSION

The Counsel, Corporate Transactions will serve as the Company's in-house attorney for corporate finance, M&A, and strategic transactions. Reporting to the General Counsel, this role will support the legal execution of the Company's private capital raises, acquisitions and strategic investments, employee liquidity programs (including tender offers), and equity administration, while also serving as the go-to corporate advisor for teams across the business, including Finance, Real Estate, Supply Chain, etc. The attorney will work directly with executive leadership, the Board, investors, and outside counsel, and will be expected to both support deals and ultimately run them.

This opportunity is best suited for a corporate lawyer with law firm training in M&A, capital markets, or emerging companies work who is ready to (or already does) take ownership of transactions in-house. Because True Anomaly is a venture-backed defense technology company, this role sits at the intersection of corporate finance and national security. The ideal candidate is a practical, business minded attorney who is equally comfortable operating autonomously and as part of a team.

RESPONSIBILITIES

• Lead the legal execution of private equity and debt financingsincluding priced equity rounds, SAFEs and convertible notes, venture debt, and credit facilitiesfrom term sheet through closing.
• Negotiate and draft financing documents, including stock purchase agreements, investors' rights, voting, and ROFR/co-sale agreements, charter amendments, and side letters.
• Run investor diligence and data room processes in coordination with Finance, and advise on cap table and pro forma impacts of proposed financings.
• Evaluate opportunities in the Company's M&A pipeline and structure, negotiate, and execute acquisitions and other corporate transactions.
• Lead legal due diligence for transactions and support post-closing integration
• Support execution of employee liquidity programs
• Review and administer secondary transfer requests, ROFR processes, and transfer restrictions
• Support equity administration, including the Company's equity incentive plan, grant approvals, Rule 701 compliance, ad 409A valuation processes
• Prepare and manage Board and committee materials, and stockholder consents
• Advise the Real Estate and Facilities team on leases, subleases, purchase agreements, and related transactions, including considerations for secure and manufacturing facilities.
• Draft, review, and negotiate NDAs, vendor and supplier agreements, consulting agreements, software and SaaS agreements, and other commercial agreements supporting day-to-day operations.
• Provide practical, business-focused legal advice to internal teams on general corporate questions, and support other members of the Legal Department on matters as workload requires.

QUALIFICATIONS

The successful candidate will be a well-trained corporate lawyer who can comfortably operate on private financings, M&A, liquidity and other corporate transactions. Top candidates will pair Big Law detail orientation with an in-house sense of what matters, and will be comfortable navigating the national security overlay that shapes investment and transactions in the defense sector.

• Juris Doctor (J.D.) from an accredited law school and active membership in good standing with at least one U.S. state bar.
• 38 years of corporate transactional experience, including foundational training at a nationally recognized law firm in M&A, capital markets, and/or emerging companies and venture capital practice.
• In-house experience at a venture-backed or growth-stage company strongly preferred.
• Demonstrated experience supporting private financings and M&A transactions from term sheet through closing. Plus for experience working on post-closing integrations.
• Working knowledge of Securities Act private offering exemptions, Rule 701, tender offer rules, and Delaware corporate law.
• Experience with equity compensation matters and cap table management platforms (e.g., Carta).
• Excellent judgment, drafting, and communication skills, with the ability to explain deal risk in plain terms to executives and Board members.
• A hands-on approach and willingness to take ownership across a broad range of corporate matters in a lean, fast-paced legal department.

PREFERRED SKILLS AND EXPERIENCE

• Active U.S. security clearance or experience working in a cleared environment.
• Experience with CFIUS filings, FOCI mitigation, or other national security reviews of investments and transactions.
• Experience in the aerospace, defense, or national security technology sectors.
• Experience with diligence or novation of government contracts in M&A.
• Experience executing company-sponsored tender offers or employee secondary programs.
• Exposure to public company reporting, registered offerings, or IPO readiness.
• Experience supporting commercial real estate leasing or acquisitions.

COMPENSATION

• Base Salary: $140,000 - $250,000

Your actual level and base salary will be determined on a case-by-case basis and may vary based on the following considerations: job-related knowledge and skills, education, location, and experience.

ADDITIONAL REQUIREMENTS

• Work LocationSuccessful candidates will be located near Denver, CO, Long Beach, CA, or Washington DC.

This position will be open until it is successfully filled. To submit your application, please follow the directions below.#LI-Hybrid