M&A Counsel
Beacon Software · San Francisco, CA · 1 mo ago
On-siteLegal$10/hrFull-time
Responsibilities
- Own and execute all legal aspects of M&A transactions internally from LOI through closing and post-closing.
- Drafting, reviewing, and negotiating purchase agreements, ancillary documents, disclosure schedules, and all related transaction documents.
- You will be the primary lead lawyer on each deal - managing deal timelines, coordinating work streams, and ensuring seamless execution across multiple simultaneous transactions without reliance on external counsel for core deal work.
- Work directly with Beacon’s investment and operations teams as the embedded legal partner on each deal.
- Provide real-time legal guidance on deal structure, risk allocation, and negotiation strategy, in accordance with Beacon’s standard playbooks, escalating to the VP, Legal or external counsel on material issues as needed.
- Lead and conduct legal due diligence internally on acquisition targets across all key areas - corporate, commercial contracts, employment, IP, litigation, regulatory, and real property.
- Identify key risks, flag material issues, and work with the deal team to develop appropriate risk mitigation strategies, including through representations, warranties, indemnities, and escrow arrangements.
- Synthesize findings into clear, actionable diligence summaries for the investment team.
- Leverage AI tools and technology to accelerate contract review, due diligence, document drafting, and legal research.
- Continuously identify opportunities to build and improve AI-assisted legal workflows that increase speed and reduce cost across the deal process.
- Directly manage and direct external legal counsel on specialized matters (tax, employment, IP, regulatory) as needed.
- You will own the day-to-day relationship with outside counsel on each deal, ensuring efficient use of outside resources and alignment with Beacon’s deal objectives and budget.
- Own post-closing legal obligations across the portfolio, including assisting with coordinating legal aspects of any working capital adjustments, earnout calculations and disputes, indemnification claims, escrow releases, consent and notice requirements, and integration-related legal matters.
- Track and manage all closing conditions, post-closing covenants, and transition services agreements to ensure timely fulfillment.
- Broad-based legal review.
- Apply broad legal judgment to identify and address general legal issues that arise in the course of transactions. You are expected to spot issues across disciplines, triage appropriately, and either resolve them directly or engage specialized counsel when needed.
- Drafting, reviewing, and negotiating purchase agreements, ancillary documents, disclosure schedules, and all related transaction documents.
- J.D. from an accredited law school and member in good standing of at least one bar (California or Ontario preferred).
- 3–5 years of M&A experience at a top-tier law firm or in a transactionally heavy in-house role, with direct experience drafting and negotiating purchase agreements and related deal documents.
- Demonstrated ability to independently run an M&A transaction end-to-end - from LOI through closing and post-closing - including conducting due diligence internally, managing opposing counsel, and advising business stakeholders without requiring constant supervision.
- Highly Proficient with AI tools for legal work (e.g., AI-assisted contract review, document drafting, legal research).
- A genuine enthusiasm and need for integrating AI into day-to-day legal practice is essential.
- Strong knowledge of U.S. and/or Canadian M&A legal frameworks, including asset and share purchase structures, representations and warranties, indemnification, and regulatory considerations.
- Broad familiarity with adjacent legal areas - corporate governance, employment, IP, commercial contracts, privacy - sufficient to identify and triage general legal issues in the course of transactions and portfolio company operations.
- Comfortable operating in a fast-paced, high-volume deal environment with multiple concurrent transactions and shifting priorities.
- Excellent written and verbal communication skills, with the ability to translate complex legal concepts into clear, actionable guidance for non-legal business partners.
- Experience with vertical market software, SaaS, or technology-focused M&A transactions is a strong plus.