Corporate Associate

Advise clients in legal practice focused on representing public and private micro-cap and small-cap companies in various transactions, including capital markets, mergers and acquisitions, securities regulations, and general corporate matters using knowledge and experience with federal securities laws, SEC rules and regulations, public company disclosure obligations, capital markets transactions, corporate governance requirements, Delaware corporate law, FINRA rules applicable to underwriting compensation, and applicable exchange and market rules, including Nasdaq, NYSE, NYSE American, and OTC Markets requirements. Act as primary contact for several public company clients, including for all SEC 34 Act compliance work and 33 Act transactional work. Work on transactions using knowledge of business and market practices applicable to securities offerings and corporate transactions, including public offerings, private placements, PIPE transactions, registered direct offerings, at-the-market offerings, convertible securities, warrant financings, reverse mergers, debt and equity financings, underwriting and placement agent arrangements, transaction closings, legal due diligence, disclosure review, and public company reporting. Draft, prepare and review various federal and state filings, including annual, quarterly, and current reports, proxy and information statements, registration statements, offering documents, and other filings with the SEC. Help coordinate annual and special meetings of stockholders, stockholder consents, proxy materials, information statements, board and committee approvals, and related corporate governance processes. Provide general corporate and securities regulations advice, including advice on public company reporting obligations, corporate governance compliance, disclosure requirements, financing structures, transaction strategy, regulatory risks, and other strategic decision making and legal matters. Identify and resolve legal issues in client matters and negotiations with counterparties, applying critical analysis of applicable regulations, market rules, evolving legal standards and precedential case law. Advise corporate clients on entity selection, organizational structuring, and compliance with jurisdiction-specific regulatory requirements for incorporation and general corporate matters including stock splits and consolidations as well as OTC compliance. Draft and negotiate principal transaction documents, including term sheets, subscription agreements, opinions, comfort letters and disclosure schedules. Conduct comprehensive assessments of clients' financial, legal, and operational frameworks, providing customized legal strategies aligned with business goals and risk profiles. Work on research projects addressing legal questions, applying predictive analysis to anticipate legal developments and their potential impact on client matters utilizing familiarity with legal research platforms, SEC filing and disclosure systems, document management tools, electronic signature platforms, virtual data rooms, and standard office and legal-document software used in corporate and securities law practice. Requirements: Juris Doctor (JD) or Master of Law (LL.M.) degree and three (3) years of experience in job offered or three (3) years of experience as an attorney with international corporate and capital markets experience Must be licensed to practice law in the State of New York Location: New York, NY