Corporate Governance Associate, Multiple US Locations · AmLaw 100 Firm

An AmLaw 100 firm with national corporate law strength seeks a mid-level associate (3-6 years) for its corporate governance and special committee practice. The role focuses on board-level advisory, Delaware corporate law, special committee representations in conflict transactions, and activism defense.

The work:

• Advise boards, special committees, and management on fiduciary duties, conflicts of interest, and transaction process design
• Support special committee representations in going-private deals, management buyouts, and interested stockholder transactions
• Assist with activism preparedness, including bylaw reviews, advance notice analysis, and governance audits
• Provide M&A advisory covering deal structuring, board process, and disclosure obligations
• Research and advise on corporate law developments and their implications for clients
• Draft board materials, legal opinions, and client memoranda
• Support Delaware Court of Chancery litigation matters as needed

What they're looking for:

• J.D. from a top-tier law school with strong academic credentials
• 3-6 years at a major law firm with significant Delaware corporate law experience
• Understanding of Delaware General Corporation Law and fiduciary duties; Nevada corporate law a plus
• Experience with special committees, conflict transactions, or M&A preferred
• Exceptional legal research, writing, and analytical skills
• California bar admission required; Delaware or Nevada bar admission a plus
• Ability to manage multiple matters independently with excellent client service orientation