Assistant General Counsel, M&A and Governance

Amentum is a global leader in advanced engineering and innovative technology solutions, trusted by the United States and its allies to address their most significant and complex challenges in science, security, and sustainability. Our people apply undaunted curiosity, relentless ambition, and boundless imagination to challenge convention and drive progress.

About the role

The Assistant General Counsel will provide hands-on advice in executing strategic transactions while supporting the Board of Directors and advancing best-in-class governance practices. This role combines hands-on M&A execution with significant exposure to Board processes and reports directly to the Senior Vice President and Deputy General Counsel – Securities & Governance. This is a hybrid role with expectations that the selected candidate will work on-site 2 days a week in our Reston, VA office. US Citizenship required.

Responsibilities

• Provide strong experience in mergers and acquisitions and work closely with the Strategy and Corporate Development group and business units throughout the acquisition and post-closing integration process.
• Actively manage outside counsel as appropriate.
• Work on a broad range of general corporate and corporate secretarial matters.
• Assist with the preparation of Board and Committee materials, including agendas, resolutions, minutes, and presentations.
• Assist with various securities filings, such as Form 10-K, proxy statement, and others, pursuant to the Securities Act of 1933, Securities Exchange Act of 1934, and the NYSE listing standards.
• Advise on various corporate governance matters (including Sarbanes-Oxley Act), develop and maintain sound corporate governance policies, and implement legal controls and policies to ensure good corporate governance practices.
• Prepare proposals and a wide variety of documents for consideration by the board of directors and board committees and provide general support to the board on a broad range of corporate and secretarial matters.
• Support Corporate Finance and Treasury functions by providing due diligence and transactional support on debt financing arrangements, equity transactions, and share repurchases.
• Manage due diligence processes, including coordination with internal stakeholders and external advisors.
• Draft, review, and negotiate transaction documents (e.g., NDAs, LOIs, purchase agreements, JV agreements).
• Oversee post-closing integration legal matters and ongoing contractual obligations.
• Support the preparation of Board and committee materials and coordinate with executive leadership on meeting materials and logistics.
• Assist in drafting shareholder communications, including notices, proxy statements, and annual meeting materials.
• Collaborate with cross-functional teams, including finance, compliance, and operations, to address governance and due diligence-related matters.
• Oversee the upkeep of corporate records, including organizational charts, subsidiary details, and government filings, ensuring compliance with local and global entity management regulations.
• Translate complex legal issues into clear, practical advice for senior business stakeholders.
• Help develop and implement new transaction structures and solutions.

Qualifications

• Typically 8+ years of relevant experience with a JD.
• Experience with a reputable national or international law firm preferred.
• Significant transactional experience, including mergers and acquisitions, divestitures, joint ventures, and strategic alliances.
• Familiarity with government contracting environment a plus.
• Ability to work productively in a fast-paced, highly dynamic environment with minimal supervision.
• Superb research, written, and verbal communication skills.

Pay

$205,000 - $270,000. The compensation range or hourly rate listed for this position is provided as a good-faith estimate of what the company intends to offer for this role at the time this posting was issued. Actual compensation may vary based on factors such as job responsibilities, education, experience, skills, internal equity, market data, applicable collective bargaining agreements, and relevant laws.

Benefits

• Health, dental, and vision insurance.
• Paid time off and holidays.
• Retirement benefits (including 401(k) matching).
• Educational reimbursement.
• Parental leave.
• Employee stock purchase plan.
• Tax-saving options.
• Disability and life insurance.
• Pet insurance.

Note: Benefits may vary based on employment type, location, and applicable agreements. Positions governed by a Collective Bargaining Agreement (CBA), the McNamara-O'Hara Service Contract Act (SCA), or other employment contracts may include different provisions/benefits.