Sr Corporate Counsel

Seattle

Wednesday, 10 June 2026

This role is based in Seattle, Washington, with opportunities for hybrid collaboration. As a Senior Corporate Counsel, you will serve as a key legal partner supporting F 5’s corporate governance, corporate development, and strategic priorities. This role sits at the center of F 5’s governance and transaction matters, offering the opportunity to shape how a global public company executes growth, capital allocation, and board governance. You will work closely with executive leadership and engage on matters with visibility to the Board, playing a meaningful role in enabling F 5’s strategic growth, capital market activity, and governance evolution. The Office of the General Counsel is a highly engaged and trusted partner to the business, with a strong voice in decision-making. This is a senior individual contributor role with primary responsibility for corporate governance, securities matters, mergers and acquisitions, and other strategic transactions. You will serve as a primary legal owner on key matters in a fast-paced, highly collaborative environment where legal is expected to operate as a proactive business partner. What You’ll Do. Advise on Corporate Governance and Securities Matters. Support corporate governance and SEC reporting matters. Draft, review, and advise on SEC filings, including Forms 10-K, 10-Q, 8-K, proxy statements, registration statements, and Section 16 filings. Prepare and review board and committee materials, resolutions and minutes, and support subsidiary governance and entity management. Support Board and committee engagement, including advising on governance and disclosure considerations. Partner with Finance and Investor Relations to run the earnings-cycle process, including alignment across messaging, Q&A, investor materials, and supporting disclosures. Support annual meeting and proxy processes, including disclosure and shareholder engagement. Advise on capital market activities, as needed. Provide strategic guidance on disclosure, including materiality, risk factors, and consistency across public communications. Advise on corporate and securities laws and regulations, governance best practices, ensuring alignment with legal and fiduciary requirements. Lead Legal Support for Strategic Transactions (M&A)Act as the lead legal advisor on transactions, partnering directly with Corporate Development and senior leadership to shape deal strategy, structure, and execution. Lead and drive all legal phases of domestic and cross-border M&A, strategic investments, and other strategic transactions. Structure, negotiate, and execute transactions, including due diligence, documentation, and post-closing integration. Draft, review, and negotiate transaction documents (e.g., ND - As, LOIs, purchase agreements, and ancillary agreements)Partner with Finance on debt financing transactions and related documentation, as needed. Identify and mitigate legal risks while enabling efficient, business-focused deal execution. Manage Outside Counsel. Oversee outside counsel on transactions and governance matters. Drive high-quality, cost-effective legal support aligned with F 5’s business priorities. Provide Strategic Legal Counsel. Deliver clear, pragmatic legal advice to senior leaders and cross-functional partners. Translate complex legal issues into actionable business guidanceSupport broader corporate legal matters, including entity structuring and intercompany arrangements. Drive Operational Excellence. Build and scale legal frameworks, processes, templates, and playbooks to support governance rigor and transaction execution. Enhance efficiency and consistency across legal support for a growing, global organization. Model F 5 Values. Uphold F 5’s Code of Ethics and Lead. F 5/ Be. F 5 behaviors. Operate with integrity, accountability, and a strong partnership mindset. What You Bring. Experience. J. D. with 8–12 years of relevant legal experience (in-house and/or law firm)Strong experience advising corporate governance, securities, SEC reporting, and public company compliance. Significant experience supporting M&A transactions, strategic investments, and corporate development activities. Experience managing and directing outside counsel. Knowledge & Skills. Outstanding drafting, negotiation, and issue-spotting skills. Deep understanding of corporate and securities law, deal structures, and risk allocation. Executive presence with the ability to operate autonomously on high-stakes, complex matters. Excellent judgment and ability to balance legal risk with business objectives. Strong communication skills with the ability to influence senior stakeholders. Highly collaborative with a proven ability to work cross-functionally. Demonstrated ability to balance legal risk with commercial objectives in a fast-moving environment. Ability to manage competing priorities and drive matters forward with limited oversight. Preferred. Background at a top-tier law firm with experience advising public companies on complex corporate governance, securities and M&A matters. Experience in a public company. Experience with complex commercial agreements and technology transactions. Familiarity with international transactions and multi-jurisdictional governance. Qualifications. Licensed to practice law in Washington State (or ability to obtain, including via a Washington “House Counsel” license, if applicable)

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