Associate General Counsel – Investments and Securities
About the role
Penn State University is seeking an Associate General Counsel – Investments and Securities to provide legal advice and services in support of the University’s investment activities and related securities matters.
Responsibilities
Provide legal advice and transactional support for a globally diversified institutional investment portfolio, including private equity, venture capital, real estate, infrastructure, natural resources, hedge funds, public markets, co-investments, and direct investments.
Review, negotiate, and draft investment-related documentation, including limited partnership agreements, subscription agreements, side letters, co-investment agreements, separate account agreements, and related amendments.
Advise on securities law issues related to private placements, exempt offerings, and ongoing compliance under applicable federal and state securities laws.
Provide guidance on capital formation, fund structuring, and investment vehicles, including domestic and offshore structures, blocker corporations, and other tax-sensitive investment arrangements.
Advise on laws, rules, and regulations applicable to institutional investors and investment fiduciaries, including, as applicable, the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940, Investment Company Act of 1940, ERISA considerations, and related regulations.
Support investment-related due diligence, including review of manager disclosures, regulatory filings, compliance policies, and conflicts of interest.
Partner with OIM and compliance professionals to identify, manage, and mitigate legal and regulatory risks associated with investment activities.
Oversee and coordinate the work of outside investment counsel with a focus on cost discipline, scope appropriateness, and efficient allocation of internal versus external legal resources.
Advise on debt issuance and securities compliance, including all legal aspects of the University’s issuance of debt securities, preparation and review of official statements and other offering disclosure materials, and tax compliance matters related to tax-exempt bonds.
Advise and assist with the preparation and review of trust indentures, loan agreements, offering documents, and continuing disclosure agreements.
Collaborate with colleagues in the Office of the General Counsel on related business, finance, and transactional matters as assigned.
Work collaboratively with OIM, finance, tax, audit, and other administrative units to support University-wide objectives.
Participate in training, education, and outreach efforts for university stakeholders on investment-related legal and compliance topics.
Contribute to special projects and strategic initiatives as directed by the General Counsel.
Requirements
Juris Doctor (J.D.) from an accredited law school.
Admission to practice law in at least one U.S. jurisdiction; ability to obtain admission in Pennsylvania as required.
A minimum of 5–7 years of relevant legal experience, including experience at a major law firm, investment manager, financial institution, public entity, or comparable organization, with a focus on investments, securities, or complex business transactions.
Substantial experience negotiating and advising on private fund investments or other institutional investment arrangements.
Strong knowledge of securities laws and regulatory frameworks applicable to sophisticated investors.
Demonstrated ability to manage complex matters independently while collaborating effectively with internal teams and external counsel.
Qualifications
Experience advising public universities, foundations, endowments, or other public or nonprofit institutions.
Familiarity with derivatives, hedging arrangements, or trading documentation.
Experience with tax considerations affecting investments, including UBTI and international investment issues.
Interest in, and ability to responsibly use, AI-enabled tools to streamline legal work supporting investment activities, while exercising sound judgement and adhering to data security and confidentiality requirements.
Strong interpersonal skills and the ability to translate complex legal concepts into practical guidance for non-lawyers.
Skills
Sound judgment, collegiality, integrity, and discretion in handling sensitive and high-impact matters.
Excellent drafting, negotiation, and analytical skills.
Ability to balance legal risk mitigation with institutional goals and practical business considerations.
Commitment to Penn State’s public mission, values, and culture of collaboration, integrity, and excellence.
Benefits
The salary range for this position, including all possible grades, is $198,756.00 - $308,040.00. Salary Structure - Information on Penn State's salary structure.
Penn State provides a competitive benefits package for full-time employees designed to support both personal and professional well-being. In addition to comprehensive medical, dental, and vision coverage, employees enjoy robust retirement plans and substantial paid time off which includes holidays, vacation and sick time. One of the standout benefits is the generous 75% tuition discount, available to employees as well as eligible spouses and children.