PRINCIPAL COUNSEL, INVESTMENT TRANSACTIONS

Responsibilities

• Provides practical, actionable, and timely legal advice, counsel, and support on a variety of highly complex corporate transactional, finance, operations, and investment matters related to UC Investments under the supervision of the Deputy General Counsel and/or Managing Counsel.
• Directly and independently structures, documents, and negotiates legal matters and handles projects on behalf of The Regents and UC Investments as they pertain to various corporate and investment transactions, including private funds (e.g., private equity funds, venture capital funds, co-investment funds, continuation funds, etc.), secondary sales, direct investments (e.g., venture capital financings, etc.), real estate transactions, and separately managed accounts, among others.
• Coordinates with individual University campuses on campus-based startups and equity-related matters.
• Creates and updates standard form investment agreements and other agreements.
• Drafts, reviews, and negotiates various commercial contracts, including professional services agreements and data agreements, among others.
• Establishes legal and compliance policies and procedures that meet applicable regulatory requirements; tests the operative effectiveness of those policies and procedures; and conducts appropriate training.
• Affords assistance in the preparation of board materials.
• Participates in the development of legal strategy and execution of transactions.
• Implements a contract management system and process.
• Affords assistance on compliance matters such as insider trading reporting policy and reporting procedures, personal trading, etc.
• Plans and assists in due diligence; actively manages deal processes and execution.
• Advises and renders opinions to senior leaders with respect to the legal implications of establishing or changing policy.
• Attends public meetings of the Investments Committee of the Board of Regents on behalf of the General Counsel.
• Works with colleagues in the UC Office of the President to develop and modify practices and procedures to conform with changing legal requirements.
• Advises officers and senior managers of corporate legal responsibilities.
• Keeps informed on changing legislation and case law development in the area of corporate, finance, and investment transactions.
• Establishes effective relationships with key internal and external constituencies by recognizing strategic needs of organization and proactively building relationships with appropriate stakeholders to ensure successful outcomes.
• Directly negotiates matters on behalf of The Regents.

Qualifications

• Minimum of 8 years of relevant in-house or law firm experience with corporate transactional and investment matters; must have extensive transactional experience.
• Significant experience with legal aspects of private fund investments, direct investments, real estate transactions, mergers and acquisitions, and/or corporate finance.
• In-depth capabilities in collaboration, facilitation, and strategic and creative thinking.
• Prominent team player with a positive attitude and strong interpersonal communication skills, including proven ability to actively listen, negotiate, persuade, and educate.
• Experience in reviewing, drafting, and negotiating a broad range of general corporate and/or fund-related agreements for a variety of transactions, including private fund investments; direct investments (e.g., venture capital financings, etc.); investment, hedging, futures, and similar accounts; agreements with bank and broker-dealer counterparts; term sheets and letters of intent; mergers and acquisitions; dispositions; real property transactions; consulting and professional service arrangements; agreements relating to trading, risk management, and data management functions, including software license and other vendor agreements; confidentiality agreements; and related corporate actions.
• In-depth understanding of highly complex legal issues and ability to foresee implications in the University setting and institutional concerns, even when ambiguous or hidden.
• Excellent decision-making ability, even when unpopular, earning credibility and support from colleagues.
• Advanced interpersonal communication skills, including proven ability to actively listen, negotiate, persuade, and educate.
• Advanced written communication skills and ability to create and deliver effective materials and/or presentations appropriate to various audiences, including senior leaders and technical experts.
• Advanced skills in project management and in facilitating policy review and changes.
• Demonstrated ability to build trust and credibility with a broad group of colleagues, clients, and other stakeholders, including senior leadership.
• Demonstrated commitment to the highest ethical standards.
• Proven ability to maintain confidentiality and exercise discretion and tact when handling sensitive or potentially sensitive issues.
• Willingness to work in the office at a minimum on an as-needed basis.
• Strong understanding of applicable securities regulations, corporate transactional, investment, finance and contract laws, relevant enforcement trends, and strategies to manage related risks.
• Experience in negotiating equity-based financing transactions.