Founding General Counsel – Public Markets, PIPEs & RTO Execution

Location: Remote, work from home office (ideally, NY based but flexible) Our client, founded in 2025, is building a transformative public-market investment platform focused on special situations and complex capital allocation strategies. The company operates a NASDAQ-listed public acquisition vehicle and is assembling a lean, transaction-driven team designed to move quickly on mispriced or distressed opportunities across sectors including technology, digital assets infrastructure, media, and software. This is a high-impact, early-stage leadership opportunity for a capital markets attorney who wants to be directly embedded in live transactions and shape the legal and operational foundation of a new public investment platform. In addition to a highly competitive compensation structure (outlined below), the company offers extensive benefits, including comprehensive health coverage and a 401(k) plan with employer match, along with leadership liability protection through active implementation of D&O insurance coverage. Compensation & Structure This role begins during the company’s initial formation phase and equity raise.

• Deferred salary structure during initial raise period (approximately 2 months expected)
• Wages accrue immediately
• Full payment issued upon completion of the lead equity raise and public listing
• May operate under a contractor arrangement during this interim period
• Post-funding compensation package:
• Base salary:USD $300,000 – $600,000
• Performance bonus:50% – 150% of base salary
• Executive-level benefits package
• 401(k) with employer match
• D&O insurance coverage for GC and leadership team

This is an opportunity to participate directly in launching a new asset class and executing high-impact public market transactions at inception. Position Overview This is not a traditional compliance-focused in-house role. The Founding General Counsel (there is one attorney on staff, but not at GC level) will serve as a core member of the deal team, leading transaction execution from diligence through closing and post-closing reporting within an active public company structure. The ideal candidate is execution-oriented, commercially minded, and comfortable operating in a fast-paced, entrepreneurial environment. This role is best suited for an attorney who prefers building and structuring transactions over reviewing them.

Key Responsibilities

• Lead legal due diligence for complex and special situations transactions
• Structure and draft PIPE transactions, reverse mergers (RTOs), asset purchase agreements, and charter amendments
• Prepare and manage SEC filings, including 8-Ks, Super 8-Ks, Form 14C, S-1, and S-4 filings
• Direct and manage outside counsel while maintaining primary ownership of transaction execution
• Partner closely with the founder and investment team throughout the full lifecycle of each deal
• Establish governance and legal infrastructure for a newly formed public-market platform

Required Qualifications (Highly Targeted Search): To ensure alignment with the execution-heavy nature of this role, qualified candidates should have:

• 5–10+ years of U.S. capital markets and/or M&A experience (top-tier law firm or public company in-house strongly preferred)
• U.S. capital markets experience (New York strongly preferred), with additional exposure to cross-border or Asia-based transactions viewed as a significant plus, enabling them to navigate complex public company matters in both domestic and international markets.
• Significant public company experience, including IPOs, PIPEs, RTOs, and SEC reporting mechanics
• Demonstrated experience drafting and structuring complex public company transactions
• Hands-on preparation and oversight of SEC filings (S-1, S-4, Super 8-K, Form 14C, etc.)
• Ability to execute independently rather than operate solely in a review capacity
• Comfort working in a lean, high-intensity, build-phase environment
• Experience advising on regulatory and public company compliance matters

Why This Role Is Different:

• Foundational leadership position in a newly formed public-market investment platform
• Direct involvement in structuring and executing high-profile public transactions
• High-conviction, deal-driven culture
• Significant upside potential through bonus structure
• Opportunity to build the legal architecture of a public investment vehicle from inception

This position is best suited for attorneys with substantial public company capital markets execution experience. Candidates without meaningful SEC and transaction structuring background are unlikely to be competitive. If you are a capital markets attorney seeking a founding-level opportunity with direct deal ownership and significant upside potential, we encourage you to apply. Apply tot his job Apply To this Job