Associate General Counsel – Investments and Securities

Penn State University • University Park, IL

4d • Hybrid

About The Position

Penn State University is seeking an Associate General Counsel – Investments and Securities to provide sophisticated legal advice and services in support of the University’s investment activities and related securities matters. This position will work closely with the Office of Investment Management (OIM) and other University stakeholders on matters involving endowment and other institutional assets, capital markets, investment structures, and regulatory compliance. As part of the Office of the General Counsel, this attorney will serve as a trusted legal advisor to senior leadership, OIM professionals, and other University offices, delivering practical, risk‑informed guidance aligned with the University’s fiduciary obligations, public mission, and long-term strategic objectives.

Requirements

• Juris Doctor (J.D.) from an accredited law school
• Admission to practice law in at least one U.S. jurisdiction; ability to obtain admission in Pennsylvania as required
• A minimum of 5–7 years of relevant legal experience, including experience at a major law firm, investment manager, financial institution, public entity, or comparable organization, with a focus on investments, securities, or complex business transactions
• Substantial experience negotiating and advising on private fund investments or other institutional investment arrangements
• Strong knowledge of securities laws and regulatory frameworks applicable to sophisticated investors
• Demonstrated ability to manage complex matters independently while collaborating effectively with internal teams and external counsel
• Licensed Attorney - Pennsylvania Board of Law Examiners
• 8+ years of relevant experience
• Applicants must be authorized to work in the U.S.

Nice To Haves

• Experience advising public universities, foundations, endowments, or other public or nonprofit institutions
• Familiarity with derivatives, hedging arrangements, or trading documentation
• Experience with tax considerations affecting investments, including UBTI and international investment issues
• Interest in, and ability to responsibly use, AI-enabled tools to streamline legal work supporting investment activities, while exercising sound judgement and adhering to data security and confidentiality requirements
• Strong interpersonal skills and the ability to translate complex legal concepts into practical guidance for non‑lawyers

Responsibilities

• Provide legal advice and transactional support for a globally diversified institutional investment portfolio, including private equity, venture capital, real estate, infrastructure, natural resources, hedge funds, public markets, co-investments, and direct investments
• Review, negotiate, and draft investment-related documentation, including limited partnership agreements, subscription agreements, side letters, co-investment agreements, separate account agreements, and related amendments
• Advise on securities law issues related to private placements, exempt offerings, and ongoing compliance under applicable federal and state securities laws
• Provide guidance on capital formation, fund structuring, and investment vehicles, including domestic and offshore structures, blocker corporations, and other tax-sensitive investment arrangements
• Advise on laws, rules, and regulations applicable to institutional investors and investment fiduciaries, including, as applicable, the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940, Investment Company Act of 1940, ERISA considerations, and related regulations
• Support investment-related due diligence, including review of manager disclosures, regulatory filings, compliance policies, and conflicts of interest
• Partner with OIM and compliance professionals to identify, manage, and mitigate legal and regulatory risks associated with investment activities
• Oversee and coordinate the work of outside investment counsel with a focus on cost discipline, scope appropriateness, and efficient allocation of internal versus external legal resources
• Advise on fiduciary duties, governance considerations, and policy matters related to the University’s investment program and affiliated entities
• Assist in developing, reviewing, and updating internal policies, guidelines, and standard templates related to investments and securities matters
• Provide legal support for transactions involving University-affiliated entities, foundations, or special-purpose vehicles connected to investment activity
• Collaborate with colleagues in the Office of the General Counsel on related business, finance, and transactional matters as assigned
• Advise and assist, in coordination with other University attorneys and relevant internal personnel, on all legal aspects of the University’s issuance of debt securities, including taxable and tax-exempt bonds, and related financing structures
• Advise and assist with the preparation and review of official statements and other offering disclosure materials to ensure accuracy, completeness, and compliance with applicable legal standards
• Advise on tax compliance matters related to tax-exempt bonds, including private use restrictions, arbitrage, rebate requirements, and post-issuance compliance
• Review and draft trust indentures, loan agreements, offering documents, and continuing disclosure agreements
• Work collaboratively with OIM, finance, tax, audit, and other administrative units to support University-wide objectives
• Participate in training, education, and outreach efforts for university stakeholders on investment-related legal and compliance topics
• Contribute to special projects and strategic initiatives as directed by the General Counsel

Benefits

• Comprehensive medical, dental, and vision coverage
• Robust retirement plans
• Substantial paid time off which includes holidays, vacation and sick time
• Generous 75% tuition discount, available to employees as well as eligible spouses and children

What This Job Offers

• Job Type: Full-time
• Career Level: Senior