Corporate Counsel (Contractor)

Arceus

7d•$100 - $250•Remote

About The Position

Arceus is building a legal infrastructure layer for modern companies, combining experienced attorneys with intelligent technology to provide legal work for growing businesses. Attorneys also help develop playbooks, systems, and tools to improve each engagement. This is a remote, part-time independent-contractor role based anywhere in the U.S. The attorney will provide fractional corporate counsel to startups and growth-stage technology companies, supporting them throughout the corporate lifecycle from formation through financings and working as an extension of customers’ founders, finance teams, and in-house legal functions. The role also involves turning recurring corporate work into standardized playbooks and AI-assisted workflows. The engagement pays $100–$250 per hour, based on experience, and requires at least 10 hours of weekly availability for client matters. Work volume varies with demand and is not guaranteed. Attorneys are expected to respond to client messages the same business day during stated working hours, with additional flexibility around financing closings. There may be an opportunity to expand hours as the corporate practice grows.

Requirements

J.D. and active bar membership in good standing.
At least 5 years of corporate practice, with significant emerging-companies and venture-financing experience.
Hands-on, company-side experience running SAFE, convertible note, and priced-equity financings.
Strong command of Delaware corporate law and startup equity mechanics.
Familiarity with cap table platforms such as Carta or Qapita and with electronic-signature closing workflows.
Customer-first approach; responsive, low-ego, and focused on getting deals closed.
Strong grounding in professional responsibility and legal ethics.
Excellent written and verbal communication, particularly with founders and finance teams.
Availability for at least 10 hours per week for client matters.

Nice To Haves

Training at a law firm with an established emerging-companies or venture practice.
In-house or sole-counsel experience.
Experience with or genuine enthusiasm for AI-assisted legal workflows.

Responsibilities

Handle company formations, LLC-to-C-corporation conversions, Delaware reincorporations and flips, subsidiary formations, and foreign qualifications.
Advise on founder stock purchases, vesting, Section 83(b) elections, and intellectual property assignments.
Manage corporate governance matters, including board and stockholder consents, minutes, bylaws and charter amendments, and annual compliance such as Delaware franchise tax.
Handle equity matters, including incentive plans, option and RSU grants, coordination of 409A valuations, cap table hygiene, and Rule 701 and blue-sky compliance.
Run company-side SAFE, convertible note, seed, and Series A financings, including term sheets, closing checklists, and investor rights agreements.
Manage secondary transactions and transfers, including ROFR and co-sale processes, tender offers, and stock transfer requests.
Prepare data rooms, respond to diligence requests, and support smaller M&A transactions and acqui-hires.
Coordinate with employment counsel on equity grants and commercial counsel on corporate approvals for major contracts.
Develop templates, checklists, and quality standards for recurring work, and collaborate with product and engineering teams to improve tools.
Respond to client messages the same business day during stated working hours, with flexibility around financing closings.