Counsel, Corporate Transactions

True Anomaly • Denver, CO

3d • Hybrid

About The Position

The Counsel, Corporate Transactions will serve as the Company's in-house attorney for corporate finance, M&A, and strategic transactions. Reporting to the General Counsel, this role will support the legal execution of the Company's private capital raises, acquisitions and strategic investments, employee liquidity programs (including tender offers), and equity administration, while also serving as the go-to corporate advisor for teams across the business, including Finance, Real Estate, Supply Chain, etc. The attorney will work directly with executive leadership, the Board, investors, and outside counsel, and will be expected to both support deals and ultimately run them. This opportunity is best suited for a corporate lawyer with law firm training in M&A, capital markets, or emerging companies work who is ready to (or already does) take ownership of transactions in-house. Because True Anomaly is a venture-backed defense technology company, this role sits at the intersection of corporate finance and national security. The ideal candidate is a practical, business minded attorney who is equally comfortable operating autonomously and as part of a team.

Requirements

• Juris Doctor (J.D.) from an accredited law school and active membership in good standing with at least one U.S. state bar.
• 3–8 years of corporate transactional experience, including foundational training at a nationally recognized law firm in M&A, capital markets, and/or emerging companies and venture capital practice.
• Demonstrated experience supporting private financings and M&A transactions from term sheet through closing.
• Working knowledge of Securities Act private offering exemptions, Rule 701, tender offer rules, and Delaware corporate law.
• Experience with equity compensation matters and cap table management platforms (e.g., Carta).
• Excellent judgment, drafting, and communication skills, with the ability to explain deal risk in plain terms to executives and Board members.
• A hands-on approach and willingness to take ownership across a broad range of corporate matters in a lean, fast-paced legal department.

Nice To Haves

• In-house experience at a venture-backed or growth-stage company strongly preferred.
• Plus for experience working on post-closing integrations.
• Active U.S. security clearance or experience working in a cleared environment.
• Experience with CFIUS filings, FOCI mitigation, or other national security reviews of investments and transactions.
• Experience in the aerospace, defense, or national security technology sectors.
• Experience with diligence or novation of government contracts in M&A.
• Experience executing company-sponsored tender offers or employee secondary programs.
• Exposure to public company reporting, registered offerings, or IPO readiness.
• Experience supporting commercial real estate leasing or acquisitions.

Responsibilities

• Lead the legal execution of private equity and debt financings—including priced equity rounds, SAFEs and convertible notes, venture debt, and credit facilities—from term sheet through closing.
• Negotiate and draft financing documents, including stock purchase agreements, investors' rights, voting, and ROFR/co-sale agreements, charter amendments, and side letters.
• Run investor diligence and data room processes in coordination with Finance, and advise on cap table and pro forma impacts of proposed financings.
• Evaluate opportunities in the Company's M&A pipeline and structure, negotiate, and execute acquisitions and other corporate transactions.
• Lead legal due diligence for transactions and support post-closing integration
• Support execution of employee liquidity programs
• Review and administer secondary transfer requests, ROFR processes, and transfer restrictions
• Support equity administration, including the Company's equity incentive plan, grant approvals, Rule 701 compliance, ad 409A valuation processes
• Prepare and manage Board and committee materials, and stockholder consents
• Advise the Real Estate and Facilities team on leases, subleases, purchase agreements, and related transactions, including considerations for secure and manufacturing facilities.
• Draft, review, and negotiate NDAs, vendor and supplier agreements, consulting agreements, software and SaaS agreements, and other commercial agreements supporting day-to-day operations.
• Provide practical, business-focused legal advice to internal teams on general corporate questions, and support other members of the Legal Department on matters as workload requires.

Benefits

• 100% company-paid medical, dental, and vision coverage for you and your dependents, with HSA/HRA options
• Flexible Time Off (FTO) for exempt employees, accrued PTO of up to 25 days for non-exempt employees, plus 12 paid holidays
• Parental Leave
• Sick Leave
• Daily catered lunch and unlimited snacks for in-office employees
• 401(k) retirement plan
• fitness reimbursement
• Dog Fridays
• Equity participation

What This Job Offers

• Job Type: Full-time
• Career Level: Mid Level
• Education Level: Ph.D. or professional degree