Associate General Counsel, Corporate, Securities & M&A

New York Midtown


We’re looking for a bright, energetic, business-minded and self-motivated Associate General Counsel, Corporate, Securities & M&A to join our fast-growing Legal Department.  This is a truly unique opportunity to be the lead corporate and M&A attorney at a high-profile, rapidly growing global SaaS company, working closely with the company’s Financial Reporting, Investor Relations, Internal Audit, Executive Compensation, Accounting, Tax and Treasury teams.  

This role will interface regularly with the company’s board of directors, CEO, CFO, Chief Legal Officer and other members of the executive leadership team, to provide practical legal advice and counsel and manage, negotiate and execute on a broad range of corporate, securities law, corporate governance and M&A initiatives and the organization’s day-to-day operational needs and strategic priorities.

This position reports directly to our Chief Legal Officer and can be based in any of our U.S. office locations. We are open to hiring remotely for the right candidate. 

What you’ll do: 

  • Leading all areas related to the company’s global securities laws matters and related compliance, including Securities Act and Exchange Act matters
  • Preparing and reviewing SEC filings, including registration statements, Forms 10-K, 10-Q and 8-K, proxy statements, including shareholder proposals and proxy solicitation, and Section 16 reporting, including Forms 3, 4 and 5
  • Developing, refining and maintaining policies and procedures to ensure compliance with SEC and other securities-related regulatory requirements applicable to publicly-traded companies, including the Sarbanes-Oxley Act, Dodd-Frank Act, NYSE listing standards, Regulation FD and insider trading
  • Advising on corporate governance (including CSR/ESG initiatives), executive compensation and various other related matters (such as transfer agent and equity plan administration), as well as developing, adopting, managing and refining applicable corporate governance policies and procedures
  • Keeping abreast, and advising on potential impact, of new and proposed securities law and corporate governance developments, market trends and best practices in the markets we operate to ensure continued compliance
  • Supporting the corporate secretarial function, including preparation of notices, agendas and materials for board of directors and committee meetings, including board minutes, resolutions and actions, managing the board and committees’ calendars, agendas and meeting cadence, and leading preparation for annual meeting of shareholders
  • Advising on ISS, Glass Lewis and other proxy advisory service positions and corporate responses
  • Advising on investor relations matters, including review of and collaboration on earnings announcements, earnings scripts, press releases, investor presentations, investor communications, internal communications and other materials (including preparation of appropriate securities disclosure as necessary)
  • Leading the Legal Department’s activities on, and manage outside counsel with respect to, all capital markets and other strategic transactions, including M&A and corporate financing transactions and related workstreams
  • Developing and delivering employee trainings on securities law and related matters, such as insider trading and Regulation FD, and M&A and strategic transaction best practices
  • Establishing appropriate policies, processes, and systems in areas of coverage that enable the company to grow and scale effectively
  • Having primary Legal Department responsibility for managing the company’s real property portfolio, including the acquisition and disposition of real property assets, leases and subleases
  • Having primary Legal Department responsibility for the Finance Department’s day-to-day business needs, including drafting and negotiating a variety of complex commercial agreements on an as-needed basis
  • Providing advice and counsel to business team leaders on all legal matters affecting areas of coverage, in consultation with other members of the Legal Department and outside counsel as necessary
  • Building close relationships with personnel at supported business operations and obtaining and maintaining a strong knowledge of the company’s products and the objectives of those operations
  • Hiring and developing a high-performing team to meet increasing needs and requirements as the company continues to grow and mature
  • Leading or assisting the Legal Department’s efforts in the preparation, implementation and refinement of forms, processes and procedures relevant to areas of coverage
  • Managing outside counsel in all appropriate areas of coverage
  • Providing substantive support to other members of the Legal Department as needed
  • Performing other special assignments, strategic projects or duties as needed

Who you are:

Education and Experience

  • J.D. from a top law school with exceptional academic credentials
  • 12+ years of relevant experience, including training at a leading national law firm as a general corporate, securities, corporate governance or M&A attorney and significant time spent in-house, ideally at a public SaaS or other public technology company, in roles of increasing responsibility; complex commercial contracts experience a plus
  • Broad and deep expertise in corporate and U.S. securities laws, corporate governance and board governance matters, including best practices
  • Strong experience with coordination and timely and continuous filing of disclosure documentation with the SEC and NYSE
  • Familiarity with public company accounting, tax and finance processes, terminology, systems and issues, including a basic knowledge of financial statements, GAAP accounting and tax matters preferred
  • Must be admitted, active and in good standing with the California state bar, or with another state bar and registered, or eligible to register, as in-house counsel with the State of California

Interpersonal Skills and Competencies

The successful candidate must: 

  • Be passionate about technology and energized by the challenges of serving a dynamic, hyper-growth company
  • Be extremely bright but also have an EQ that matches his or her IQ, and the ability to engage effectively with all levels of employees and management 
  • Have excellent communication (written and verbal) and interpersonal skills
  • Be detail-oriented, organized, efficient and resourceful with strong follow-through skills
  • Be highly analytical and have exceptional business and legal issue identification and problem-solving skills
  • Have a practical, business-oriented approach to problem-solving and be able to effectively counsel internal clients by providing them with clear, concise and commercial advice, and creative solutions where necessary, on established timelines to meet their business needs
  • Be a strong and astute negotiator
  • Have impeccable professional ethics, integrity and judgment
  • Be able to operate autonomously while being a team player who brings a positive, “can do” attitude to the workplace and works collaboratively with other members of the Legal team and with internal clients
  • Be able to simultaneously manage workloads, multiple client demands and shifting priorities within a fast-paced, high-intensity and rapidly evolving environment
  • Have a strong desire to learn the business and new areas of law and to function integrally as part of an interdisciplinary team
  • Be collegial, hard-working, confident, a self-starter and have a passion for results

SUBMIT:  Qualified candidates please submit a resume, as well as a cover letter explaining your reasons for pursuing this opportunity and why you are the right candidate for this role and Procore.

About Us

Procore Technologies is building the software that builds the world. We provide cloud-based construction management software that helps clients more efficiently build skyscrapers, hospitals, retail centers, airports, housing complexes and more. At Procore, we have worked hard to create and maintain a culture where you can own your work and are encouraged and given resources to try new ideas. Check us out on Glassdoor to see what others are saying about working at Procore. 

We are an equal opportunity employer and welcome builders of all backgrounds. We thrive in a diverse, dynamic and inclusive environment. We do not tolerate discrimination against employees on the basis of age, color, disability, gender, gender identity or expression, marital status, national origin, political affiliation, race, religion, sexual orientation, veteran status, or any other classification protected by law.

Perks & Benefits

You are a person with dreams, goals, and ambitions—both personally and professionally. That's why we believe in providing benefits that not only match our Procore values (Openness, Optimism, and Ownership) but enhance the lives of our team members. Here are just a few of our benefit offerings: competitive health care plans, unlimited paid vacation, stock options, employee enrichment and development programs, and friends & family events.