MSIM- Emerging Markets Debt- Transaction Counsel

Morgan Stanley • Boston, MA

2d • $125,000 - $250,000

About The Position

The Transaction Counsel will sit directly on the Emerging Markets Debt investment team and provide dedicated legal and structuring support across sovereign and corporate credit investments in emerging and frontier markets. The role is designed to enhance investment decision-making and execution by delivering practical analysis of documentation and legal rights, partnering with portfolio managers, analysts, traders, and operations on transaction structuring and renegotiation of existing debt. The Transaction Counsel will work closely with other EMD investment decision makers, internal partners (including the broader MS legal, compliance, and risk functions) and external counsel while maintaining an investment-oriented mandate. Primary Responsibilities: Provide investment-relevant analysis of sovereign bond documentation (e.g., indentures/fiscal agency agreements) to assess legal rights, remedies, and key terms (CACs/aggregation, pari passu, negative pledge, events of default, acceleration, waivers, governing law, jurisdiction, immunities, ranking, and enforcement mechanics). Act as the investment team’s point person for managing external counsel on sovereign and corporate matters, including scoping, prioritization, review of deliverables, and ensuring advice is translated into actionable investment implications. Support sovereign document negotiation processes, including evaluating proposals, advising on exchange offer and consent solicitation mechanics, reviewing/revising new instruments, and coordinating execution workstreams with external counsel and other advisors. Support corporate side via review and negotiation of bespoke new-issue and private deal documentation (bonds, loans, structured instruments). Partner with investment professionals on structuring considerations (e.g., documentation protections, creditor positioning, remedies, transferability, governing law choices) to align legal terms with the investment thesis and risks. Provide secondary support on trading and counterparty documentation impacting exposures (e.g., ISDA/CSA and other trading-related agreements as applicable), helping identify and escalate key legal/economic terms for negotiation and risk management. Support the team’s growing use of insurance and risk-transfer structures (including coinsurance-style arrangements), reviewing terms, coverage triggers, exclusions, claims mechanics, counterparty obligations, and alignment with investment objectives. Help maintain internal documentation standards and playbooks (key clause checklists, term summaries, precedent libraries), and provide periodic training to the investment team on market documentation developments and recurring legal themes.

Requirements

• J.D. from an accredited law school; member in good standing of at least one U.S. state bar or equivalent qualification.
• Meaningful experience in transactional law with direct exposure to sovereign debt documentation and/or sovereign restructuring situations; distressed/restructuring experience strongly preferred.
• Strong background in credit documentation for corporate issuers (public and private), including bonds and/or loans, with proven ability to read and negotiate complex covenants and structural protections.
• Familiarity with the legal frameworks commonly used in EM credit (notably New York law and/or English law documentation), and comfort working across multiple jurisdictions and market conventions.
• Demonstrated ability to translate legal terms into clear investment implications under time pressure, with strong judgment and a bias toward practicality.
• Excellent drafting, issue-spotting, and communication skills; ability to operate credibly with senior investors, counterparties, and external counsel.
• Highly organized and able to manage multiple concurrent matters in a fast-moving investment environment; strong attention to detail and ownership mindset.
• Intellectual curiosity about emerging/frontier markets and a willingness to engage deeply with both sovereign and corporate idiosyncratic situations; foreign language skills a plus but not required.

Nice To Haves

• Intellectual curiosity about emerging/frontier markets and a willingness to engage deeply with both sovereign and corporate idiosyncratic situations; foreign language skills a plus but not required.
• Meaningful experience in transactional law with direct exposure to sovereign debt documentation and/or sovereign restructuring situations; distressed/restructuring experience strongly preferred.

Responsibilities

• Provide investment-relevant analysis of sovereign bond documentation (e.g., indentures/fiscal agency agreements) to assess legal rights, remedies, and key terms (CACs/aggregation, pari passu, negative pledge, events of default, acceleration, waivers, governing law, jurisdiction, immunities, ranking, and enforcement mechanics).
• Act as the investment team’s point person for managing external counsel on sovereign and corporate matters, including scoping, prioritization, review of deliverables, and ensuring advice is translated into actionable investment implications.
• Support sovereign document negotiation processes, including evaluating proposals, advising on exchange offer and consent solicitation mechanics, reviewing/revising new instruments, and coordinating execution workstreams with external counsel and other advisors.
• Support corporate side via review and negotiation of bespoke new-issue and private deal documentation (bonds, loans, structured instruments).
• Partner with investment professionals on structuring considerations (e.g., documentation protections, creditor positioning, remedies, transferability, governing law choices) to align legal terms with the investment thesis and risks.
• Provide secondary support on trading and counterparty documentation impacting exposures (e.g., ISDA/CSA and other trading-related agreements as applicable), helping identify and escalate key legal/economic terms for negotiation and risk management.
• Support the team’s growing use of insurance and risk-transfer structures (including coinsurance-style arrangements), reviewing terms, coverage triggers, exclusions, claims mechanics, counterparty obligations, and alignment with investment objectives.
• Help maintain internal documentation standards and playbooks (key clause checklists, term summaries, precedent libraries), and provide periodic training to the investment team on market documentation developments and recurring legal themes.

What This Job Offers

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