Senior Counsel - Corporate Transactions & Governance

We are the leading provider of professional services to the middle market globally, our purpose is to instill confidence in a world of change, empowering our clients and people to realize their full potential. Our exceptional people are the key to our unrivaled, culture and talent experience and our ability to be compelling to our clients. You’ll find an environment that inspires and empowers you to thrive both personally and professionally. There’s no one like you and that’s why there’s nowhere like RSM.

The Corporate Transactions & Governance Senior Counsel serves as a key legal advisor, handling a broad array of corporate matters including complex domestic and cross-border transactions, corporate governance, and regulatory compliance.

Job Description:

Assist with a wide range of corporate matters including:

Acquisitions, divestitures, joint ventures and other transactions, both domestic (US) and cross-border;

Drafting and negotiating standard transaction documentation, including purchase agreements, IOIs, LOIs and other term sheets, confidentiality agreements, exclusivity agreements, disclosure schedules, transition services agreements, closing deliveries, personnel agreements and equity arrangements;

Manage due diligence processes and reports, including coordination with team members across all subject matter areas (IT, Talent, Finance, Tax, IP, Data Security, Office Facilities, Risk/Insurance, etc.);

Corporate structuring for domestic (US) and international regulated professional services firms;

Corporate secretarial matters, including global registration filings (US-state, Canadian-provincial, UK, EU and Asia-Pacific), board resolutions and written actions, notarial and apostille processes and minute book maintenance;

Advising board and executive management on fiduciary duties, corporate governance best practices, conflicts of interest and related‑party transactions;

Credit facilities, private note placements and other indebtedness transactions and related documentation;

Review and analysis of insurance coverage matters, including professional liability, cyber, D&O and casualty; and

Reviewing, drafting and negotiating commercial arrangements, including vendor agreements, office lease arrangements, professional services agreements and the like.

Coordinate with business leaders regarding:

Practical advice with respect to risk and legal requirements;

Transaction approvals and communications; and

Policy development and compliance matters.

Partner with General Counsel office team members regarding:

AI efficiency and quality improvement opportunities;

Document management, process improvements and internal communications; and

Transaction-related disputes.

Qualifications:

6-10 years of relevant corporate legal experience in a law firm and/or in-house

Must be a licensed attorney in good standing

Superior work ethic and high-energy individual

Ability to apply practical solutions and provide practical advice in the face of complex and conflicting legal requirements

Experience with the following subject matter areas preferred:

partnerships and professional services;

accounting networks, alternative practice structures and auditor independence matters;

Non-compete, non-solicit and other restrictive covenant matters; and

Professional liability insurance matters.

Knowledge of Canadian/India/UK/El Salvador corporate law a plus, but not required

Experience with not-for-profit/charitable foundation corporate matters a plus, but not required

Must be familiar with current versions of Microsoft tools, electronic signature platforms (e.g., Docusign) and dataroom platforms (e.g., Datasite)

Ability to work effectively with internal clients, senior executives and Firm personnel across multiple teams

At RSM, we offer a competitive benefits and compensation package for all our people. We offer flexibility in your schedule, empowering you to balance life’s demands, while also maintaining your ability to serve clients. Learn more about our total rewards at https://rsmus.com/careers/working-at-rsm/benefits.

All applicants will receive consideration for employment as RSM does not tolerate discrimination and/or harassment based on race; color; creed; sincerely held religious beliefs, practices or observances; *** (including pregnancy or disabilities related to nursing); gender; ****** orientation; HIV Status; national origin; ancestry; familial or marital status; age; physical or mental disability; citizenship; political affiliation; medical condition (including family and medical leave); domestic violence victim status; past, current or prospective service in the US uniformed service; US Military/Veteran status; pre-disposing genetic characteristics or any other characteristic protected under applicable federal, state or local law.

Accommodation for applicants with disabilities is available upon request in connection with the recruitment process and/or employment/partnership. RSM is committed to providing equal opportunity and reasonable accommodation for people with disabilities. If you require a reasonable accommodation to complete an application, interview, or otherwise participate in the recruiting process, please call us at 800-XXXXXX or send us an email at [email protected].

RSM does not intend to hire entry level candidates who will require sponsorship now OR in the future (i.e. F-1 visa holders). If you are a recent U.S. college / university graduate possessing 1-2 years of progressive and relevant work experience in a same or similar role to the one for which you are applying, excluding internships, you may be eligible for hire as an experienced associate.

RSM will consider for employment qualified applicants with arrest or conviction records. For those living in California or applying to a position in California, please click here for additional information.

At RSM, an employee’s pay at any point in their career is intended to reflect their experiences, performance, and skills for their current role. The salary range (or starting rate for interns and associates) for this role represents numerous factors considered in the hiring decisions including, but not limited to, education, skills, work experience, certifications, location, etc. As such, pay for the successful candidate(s) could fall anywhere within the stated range.

Compensation Range: $215,800 - $381,700
Individuals selected for this role will be eligible for a discretionary bonus based on firm and individual performance.