Legal Due Diligence Consultant

VDS Consulting Group•West Palm Beach, FL

About The Position

This role involves identifying liabilities that are not apparent in financial statements by reviewing contracts, disputes, and governance matters. The consultant will work alongside external legal counsel to ensure the buyer understands what they are inheriting. This is a contract-to-hire position with a pathway to an Operating Partner role, focusing on general counsel or governance track responsibilities.

Requirements

  • Juris Doctor (JD) degree.
  • Active bar admission.
  • 7+ years of experience in M&A, corporate law, or in-house counsel roles.
  • Experience managing legal due diligence workstreams and data-room reviews on active deals.
  • Ability to articulate legal risks in business and financial terms.

Nice To Haves

  • Knowledge of regulated industries such as aerospace & defense, pharma & medical devices, or oil & gas.
  • Experience in an interim general counsel or governance lead role.
  • Experience building contract, compliance, and board processes.

Responsibilities

  • Review material contracts including customer, supplier, distribution, lease, licensing, and joint venture agreements.
  • Identify and flag change-of-control, assignment, exclusivity, and termination clauses that impact deal value.
  • Assess pending and threatened litigation, warranty claims, and regulatory actions.
  • Review corporate governance, ownership structure, board records, and permits.
  • Evaluate employment agreements, labor relations, union contracts, and benefit obligations.
  • Examine intellectual property ownership, trade compliance (ITAR, EAR), and sector-specific regulations (e.g., FDA, FAA).
  • Translate findings into representations, warranties, indemnities, and closing conditions in collaboration with outside counsel.
  • Lead post-closing activities such as contract novation, entity cleanup, and compliance program setup.
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