Senior Counsel, Mergers & Acquisitions - US-Based at Toptal
United States
<b>About Toptal</b><br/>Toptal is a global network of top talent in business, design, and technology that enables companies to scale their teams, on-demand. With $200+ million in annual revenue <b>and team members based around the globe</b>, Toptal is the <a href="https://www.toptal.com/remote-work-playbook" rel="noopener noreferrer">world’s largest fully remote workforce</a>.<br/>We take the best elements of virtual teams and combine them with a support structure that encourages innovation, social interaction, and fun. We see no borders, move at a fast pace, and are never afraid to break the mold.<br/><b>Job Summary:</b><br/>This is a fully-remote, senior-level, in-house Legal Counsel position that will be primarily responsible for assisting Toptal with its active acquisition strategy, which includes working on a number of strategic M&A transactions, ranging from smaller “bolt on” or “tuck in” acquisitions to larger deals. The role will have a focus on drafting and negotiating acquisition documentation, conducting due diligence of targets, review of digital data room materials, and review of disclosure schedules. The Senior Counsel, Mergers & Acquisitions will have a working familiarity with legal areas required to support the drafting and negotiation of definitive deal documents, pre-close integration planning, and post-close integration, working closely with internal stakeholders and external counsel, including local counsel in foreign jurisdictions.<br/>This is a remote position. We require applicants and the person in this position to reside within the US. We do not offer visa sponsorship or assistance. Resumes and communication must be submitted in English.<br/><b>Responsibilities:</b><br/><i>The following information is intended to describe the general nature and level of work being performed. It is not intended to be an exhaustive list of all duties, responsibilities, or required skills.</i><br/>Our ideal candidate has demonstrated experience serving as a trusted advisor to senior leadership teams on strategic transactions across the full M&A transaction lifecycle, providing strategic legal advice, identifying critical risks, collaborating across functions, and ensuring alignment with corporate objectives. This candidate will have substantial experience supporting fast-paced business negotiations of varying size, outstanding legal and business acumen, excellent customer service and leadership skills, and a positive, proactive, “can-do” attitude. Additionally, our ideal candidate will have strong experience handling due diligence of target companies and assisting with post-acquisition integration planning with other legal team members and cross-functional teams. <br/>After an initial onboarding period, she or he must be a self-starter and bring her or his expertise to bear to identify, manage, and mitigate risks by a business-practical application of Toptal’s policies, processes, and procedures. She or he will have significant responsibility for the development and ongoing review of relevant M&A transactions.<br/>Like all roles within Toptal’s Legal department, this role requires collaboration with others across many functional areas but ultimately will entail hands-on work more than managing the work of others. It is expected that this Senior Counsel, Mergers & Acquisitions will cultivate productive relationships with our internal and external business partners and foster a customer-centric approach that is simultaneously protective of Toptal’s legal and business interests and reputation.<br/><b>In the first week, expect to:</b><span>·</span><span> </span>Onboard and integrate into Toptal and the team.<span>·</span><span> </span>Obtain an understanding of organizational tools and processes.<br/><b>In the first month, expect to:</b><span>·</span><span> </span>Familiarize yourself with our M&A agreements and recent deals, organizational best practices relating to negotiation points, and all aspects of Toptal’s M&A and other relevant programs and policies.<br/><b>In the first three months, expect to:</b><span>·</span><span> </span>Begin to take on drafting and negotiations with increasing levels of responsibility and complexity, with a focus on recognizing and implementing Toptal’s best practices, primarily on negotiations based on Toptal’s contract precedents.<span>·</span><span> </span>Develop strong personal relationships with other Legal team members and with the M&A team to help drive the documentation that supports our sales and talent network efforts.<span>·</span><span> </span>Participate on deal work, including due diligence requests and reviews, pre and post merger integrations, and similar tasks, as available.<br/><b>In the first six months, expect to:</b><span>·</span><span> </span>Be prepared to lead increasingly larger and more complex negotiations and finalize agreements with a focus on negotiations centered on desired business outcomes.<span>·</span><span> </span>Provide ongoing advice regarding ongoing M&A matters, in a dynamic and fast-paced tempo, while exercising discretion, good independent judgment, and providing commercially practicable legal advice and business counsel.<br/><b>In the first year, expect to:</b><span>·</span><span> </span>Be viewed as a go-to Legal expert in the M&A space.<span>·</span><span> </span>Continue to identify areas to improve efficiency and uplevel the speed and efficiency of the negotiation process.<span>·</span><span> </span>Help run an acquisition deal from beginning to end, including assisting business stakeholders with integration planning and implementation.<br/><b>Qualifications and Job Requirements:</b><br/><span>·</span><span> </span>Juris Doctor degree, LLB, LLM or equivalent is required.<span>·</span><span> </span>Admission to a U.S. State or the District of Columbia bar.<span>·</span><span> </span>A minimum of 5 years of experience focused within M&A law, ideally some of that experience being in a law firm setting.<span>·</span><span> </span>Strong experience negotiating and drafting merger and acquisition documentation.<span>·</span><span> </span>Experience conducting due diligence of target digital data rooms and review of disclosure schedules.<span>·</span><span> </span>Ability to partner closely with external M&A counsel and internal business stakeholders.<span>·</span><span> </span>Excellent customer service (internal and external), interpersonal, and organizational skills.<span>·</span><span> </span>Ability to quickly master and integrate legal, business, technical, and practical analysis.<span>·</span><span> </span>An extremely sharp eye for detail with exceptional business judgment and a knack for coming up with creative solutions.<span>·</span><span> </span>Ability to support and scale in a fast-growing company with a focus on execution.<span>·</span><span> </span>Outstanding written and verbal communication skills.<span>·</span><span> </span>Ability to work in a fast-paced, rapidly growing company and handle a wide variety of challenges, deadlines, and a diverse array of contacts.<span>·</span><span> </span>You must be a world-class individual contributor to thrive at Toptal. You will not be here just to tell other people what to do.<br/><b>Essential Job Functions</b><br/><span>·</span><span> </span>Regularly and reliably attend scheduled virtual team meetings on camera.<span>·</span><span> </span>Work independently with minimal supervision.<span>·</span><span> </span>Use all required digital collaboration tools.<span>·</span><span> </span>Prioritize and self-manage workflows and deadlines.<br/><b>US FLSA Classification: Full-Time/Exempt</b> <i>For candidates who meet the qualifications and job requirements listed above, individual pay is determined by work location and additional factors, including job-related skills, experience, and relevant education or training.</i><br/><i>Applications are accepted on an ongoing basis. In the US, Toptal’s benefit offerings include participation in a 401(k) retirement plan; medical, dental, and vision health insurance plans; basic life insurance coverage and short-term and long-term disability coverage; access to flexible spending, dependent care, and health savings accounts; access to telehealth virtual doctors; an employee assistance program; and flexible paid time off.</i>
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