Corporate Governance Attorney
3 weeks ago
Natcast, Inc. is a non-profit entity that operates the National Semiconductor Technology Center (NSTC) consortium, established by the CHIPS Act of the U.S. government.
This role offers an opportunity to contribute to advancing America's leadership in semiconductor technology, reducing the time and cost of moving from idea to commercialization, and building a sustainable semiconductor workforce development ecosystem.
Efforts to advance semiconductor technology and seed new industries built on advanced chip capabilities have the potential to benefit the country and the world for generations to come.
Job DescriptionSunnyvale, CA
In this position, you will serve as a key legal advisor on Natcast's 501(c)(3) non-profit corporate governance and investment activities, focusing on our venture fund operations and broader organizational governance matters. You will report to the General Counsel and provide sophisticated legal guidance on non-profit investment structures, corporate governance, and strategic initiatives supporting Natcast's mission.
As a Senior Counsel, you will leverage your expertise in 501(c)(3) organizations to advise on venture investing, corporate governance, charitable giving, and regulatory compliance. Your work will involve leading legal support for the NSTC Investment Fund, advising on corporate governance and tax matters, membership agreements, and strategic legal initiatives.
To succeed in this role, you must possess expertise in non-profit corporate law, particularly in areas related to venture funding and investment structures, coupled with strong business acumen and practical problem-solving skills. Experience in complex non-profit governance matters, charitable giving, and other issues impacting 501(c)(3) charities is essential.
You will play a vital role in ensuring Natcast's ability to effectively deploy capital, maintain proper governance, and advance its mission while navigating complex legal and regulatory requirements.
Responsibilities:- Serve as primary legal counsel for the NSTC Investment Fund, including:
- Advising on the structuring and negotiation of venture capital investments,
- Reviewing and drafting investment agreements, shareholder agreements, and financing-related documents
- Assisting in the due diligence process for transactions, ensuring alignment with clients' missions and regulatory requirements
- Managing outside counsel as necessary
- Provide expert guidance on corporate governance matters, including:
- Advising on corporate governance structures and best practices,
- Drafting and reviewing bylaws, board resolutions, and governance documents,
- Ensuring compliance with federal and state regulations applicable to nonprofit entities,
- Providing guidance on fiduciary duties, risk management, and compliance matters,
- Managing legal aspects of conflict of interest matters and ethical considerations
- Provide legal guidance on charitable giving matters
- Advise on tax-exempt status and compliance with IRS regulations, particularly around 501(c)(3) organizations
- Work closely with cross-functional teams to ensure the legal soundness of Natcast activities.
- Keep stakeholders informed of changes in laws and regulations affecting their charitable activities.
- Stay current on developments in nonprofit law, venture capital, impact investing, and tax-exempt giving.
- Provide training and guidance to internal stakeholders on matters within area of responsibility
- JD from an accredited law school with admission to practice law in at least one U.S. jurisdiction
- 7+ years of legal experience, with significant experience on non-profit corporate governance and investment structures
- Experience in structuring and documenting venture fund investments for non-profit organizations
- Deep understanding of 501(c)(3) regulations and non-profit corporate governance requirements
- Experience advising boards of directors and senior management on governance matters
- Excellent analytical, writing, and verbal communication skills
- Proven ability to handle multiple complex matters simultaneously
- Strong business acumen and practical problem-solving skills
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