Director of Corporate, Securities and M&A

Penguin Solutions

2d•$225,000 - $250,000•Hybrid

About The Position

Penguin Solutions is seeking a Director, Corporate, Securities and M&A to lead our corporate legal practice. This person will be the day-to-day owner of the company's corporate legal function, with significant autonomy to shape strategy and priorities, and will report directly to the Chief Legal Officer. This role will serve as the company's primary legal lead for public company reporting, corporate governance, Board and committee matters, securities compliance, financings, strategic investments, M&A, and broader corporate matters. This is an excellent opportunity for a high-quality public company lawyer who wants to own the corporate function at a company where the work is dynamic and the role has real impact on growth and strategic direction.

Requirements

J.D. from an accredited U.S. law school and active membership in good standing with at least one U.S. state bar.
10+ years of relevant legal experience, including significant experience in corporate governance, securities law, public company reporting, and corporate transactions.
At least 4 years of in-house legal experience at a public company, with direct responsibility for public company reporting, corporate governance, securities compliance, and Board or committee support.
Strong working knowledge of SEC reporting requirements, Nasdaq or other stock exchange rules, securities laws, corporate governance practices, disclosure controls, and public company compliance processes.
Demonstrated experience advising senior executives, directors, or Board committees.
Experience managing legal support for M&A, strategic investments, financings, or other complex corporate transactions.
Experience with capital markets transactions, debt or equity financings, executive compensation, equity compensation, and Section 16 reporting.
Comfortable using AI tools in legal workflows, with an interest in identifying opportunities to deploy AI to improve efficiency, quality, and scalability within the legal function.
Excellent drafting, analytical, communication, project-management, and business judgment skills, with rigorous attention to detail.
Calm, practical judgment under ambiguity and pressure, with a collaborative operating style.

Nice To Haves

Experience in technology, AI infrastructure, memory, semiconductor, hardware, software, or other complex global business environments.
Experience navigating a significant corporate event such as a major acquisition integration, restructuring, rebranding, spin-off, or contested governance situation.
Experience with cross-border transactions or multi-jurisdictional corporate governance.

Responsibilities

Lead legal support for public company reporting and securities compliance, including Forms 10-K, 10-Q, 8-K, proxy statements, Section 16 filings, registration statements, and other securities filings.
Advise on SEC and Nasdaq requirements, disclosure obligations, Regulation FD, insider trading, earnings releases, investor communications, executive trading plans, and disclosure controls.
Partner closely with Finance, Accounting, Investor Relations, Communications, HR, and executive leadership on disclosure matters, quarterly earnings processes, disclosure committee workflows, and public company compliance processes.
Advise on corporate governance matters, including Board and committee practices, fiduciary duties, governance policies, committee charters, delegation frameworks, corporate structure, and governance best practices.
Support Board and committee meetings and annual shareholder matters, including agendas, minutes, resolutions, presentations, governance materials, D&O questionnaires, proxy materials, and shareholder engagement materials.
Monitor and advise on governance-related developments, investor expectations, stock exchange listing standards, public company trends, and related policies and controls.
Lead the internal legal process for mergers, acquisitions, divestitures, joint ventures, strategic investments, partnerships, restructurings, financings, and other corporate transactions.
Manage outside counsel and internal workstreams on transaction structuring, due diligence, drafting, negotiation, signing, closing, and post-closing matters.
Coordinate with business leaders, Finance, Tax, Accounting, HR, IT, outside counsel, financial advisors, and other stakeholders to drive corporate matters and transactions to completion.
Identify legal and business risks and provide practical, business-oriented recommendations that balance risk management, execution discipline, and company objectives.
Oversee corporate entity management, including formations, maintenance, restructurings, dissolutions, subsidiary governance, intercompany agreements, corporate records, and entity management systems.
Build and develop scalable legal processes, templates, policies, calendars, playbooks, and review protocols for the corporate legal function, with the opportunity to define how the function operates.
Manage outside counsel relationships, budgets, and work product.