Counsel, Corporate

About the role

You will own the full lifecycle of corporate governance initiatives, translating high-level strategic intent into robust frameworks, policies, and operational execution. This role requires you to lead the preparation and maintenance of board and committee materials, ensuring accuracy, timeliness, and alignment with best practices. You will serve as a primary architect for capital markets and financing activities, guiding equity and debt transactions from initial concept through to successful close. A core part of your responsibility will be to structure, negotiate, and draft complex transaction documents, providing strategic counsel that influences deal terms and commercial outcomes. You will act as a key partner to Finance, Investor Relations, and Treasury, embedding legal expertise directly into the company's strategic decision-making processes. In addition, you will develop and scale legal processes and frameworks for subsidiary governance, entity management, and international expansion, leveraging AI to increase efficiency and consistency. You will also own the development and maintenance of securities compliance and disclosure processes, ensuring the company maintains the highest standards of regulatory integrity. Ultimately, this role is about taking significant ownership of foundational corporate infrastructure, navigating ambiguity with sound judgment, and enabling OpenAI's long-term strategic ambitions.

Key facts

What you'll do

• Architect and implement the company's governance framework, including organizational documents, governance charters, board and committee meeting preparation, minute-taking, and the development of corporate policies.
• Drive end-to-end support for capital markets and financing activities, including leading equity and debt transactions, managing liquidity events, and executing other strategic corporate transactions.
• Structure, negotiate, and draft transaction documents, providing strategic legal counsel from initial term sheet negotiation through comprehensive due diligence to execution and closing.
• Partner closely with cross-functional teams across Finance, Investor Relations, Accounting, Tax, Treasury, Equity, People, and other Legal teams to support complex corporate and strategic initiatives.
• Lead securities compliance and disclosure matters connected to financings, governance initiatives, and investor engagement, including the development and maintenance of related internal controls and processes.
• Develop, scale, and standardize legal processes and frameworks for general corporate matters, with a focus on subsidiary governance, entity management, international expansion, and corporate compliance.
• Leverage AI tools and methodologies to design and improve legal workflows, increasing efficiency, accuracy, and scalability for corporate operations.
• Provide expert guidance on a broad spectrum of general corporate matters, acting as a trusted advisor to senior leadership and cross-functional partners.
• Own specific projects from conception to completion, demonstrating strong ownership and the ability to manage multiple workstreams simultaneously under tight deadlines.
• Contribute to the development of a high-performance legal function by building scalable solutions and documenting best practices for corporate operations.

Requirements

• Have at least 4+ years of combined legal experience at fast-paced technology companies and technology-focused law firms.
• Have experience advising on corporate governance, capital markets transactions, and securities-related matters for late-stage private companies and/or public companies.
• Hold a JD and license or qualification to practice law in the state of California.
• Demonstrate a strong sense of ownership, curiosity, and enthusiasm for technology, with the ability to thrive in a rapidly evolving environment.
• Operate with humility, thoughtfulness, and the highest level of integrity in all professional interactions.
• Possess exceptional analytical, communication, organizational, and project management skills.
• Be comfortable managing multiple complex workstreams simultaneously while maintaining a high standard of quality.
• Show a demonstrated interest in designing, improving, and scaling legal processes and frameworks, with a focus on the application of AI to enhance legal operations.

Nice to have

• Experience with AI and legal technology tools to streamline corporate workflows and document management.

Practical notes

We use a hybrid work model of 3 days in the office per week.

Backgroud checks for applicants will be administered in accordance with applicable law, and qualified applicants with arrest or conviction records will be considered for employment consistent with those laws, including the San Francisco Fair Chance Ordinance, the Los Angeles County Fair Chance Ordinance for Employers, and the California Fair Chance Act, for US-based candidates. For unincorporated Los Angeles County workers: we reasonably believe that criminal history may have a direct, adverse and negative relationship with the following job duties, potentially resulting in withdrawal of a conditional offer of

employment: protect computer hardware entrusted to you from theft, loss or damage; return all computer hardware in your possession (including the data contained therein) upon termination of your employment.