Counsel, Corporate

About the Team

OpenAI's Legal team plays a crucial role in furthering OpenAI's mission by tackling innovative, fundamental legal issues in AI. If you're passionate about doing significant and unique work as a technology lawyer, this team is for you. The team comprises professionals from diverse fields, including technology, AI, privacy, IP, corporate, employment, tax, regulatory, and litigation.

About the Role

As a Corporate Counsel, you will support and lead on a broad range of corporate matters, including governance initiatives, capital markets transactions, securities compliance, and other general corporate matters. This is a unique opportunity to be directly involved in the forefront of the legal and technology field. This role will report to our Associate General Counsel, Corporate.

This role is based in San Francisco, CA. We use a hybrid work model of 3 days in the office per week.

In this role, you will

• Advise on a broad range of corporate governance matters, including the company’s governance framework and structure, board and committee meeting preparation, minutes, resolutions, governance charters, organizational documents, and corporate policies.

• Support and drive capital markets and financing activities, including equity and debt transactions, liquidity events, and other strategic transactions.

• Structure, negotiate, and draft transaction documents, and provide strategic counsel throughout all phases of a transaction — from initial structuring and term sheet negotiation through due diligence, execution and closing.

• Partner closely with cross-functional teams across the company, including Finance, Investor Relations, Accounting, Tax, Treasury, Equity, People and other Legal teams, to support corporate and strategic initiatives.

• Support securities compliance and disclosure matters in connection with financings, governance initiatives, investor engagement and other corporate activities, including development and maintenance of related processes and controls.

• Develop and scale legal processes and frameworks for general corporate matters, including subsidiary governance and entity management, international expansion, equity matters and corporate compliance, in close collaboration with other teams and leveraging AI.

You might thrive in this role if you

• Have at least 4+ years of combined legal experience at fast-paced technology companies and technology-focused law firms.

• Have experience advising on corporate governance, capital markets transactions and securities-related matters for late-stage private companies and/or public companies.

• Have a strong sense of ownership, are inquisitive and enthusiastic about technology, enjoy being continually challenged, and can demonstrate sound judgment in ambiguous situations.

• Are humble, thoughtful and operate at the highest level of integrity.

• Have exceptional analytical, communication, organizational and project management skills, and are comfortable managing multiple workstreams simultaneously.

• Have a demonstrated interest in designing and improving legal workflows and processes through use of AI.

• Have a JD and license or qualification to practice in CA.

About OpenAI

OpenAI is an AI research and deployment company dedicated to ensuring that general-purpose artificial intelligence benefits all of humanity. We push the boundaries of the capabilities of AI systems and seek to safely deploy them to the world through our products. AI is an extremely powerful tool that must be created with safety and human needs at its core, and to achieve our mission, we must encompass and value the many different perspectives, voices, and experiences that form the full spectrum of humanity.

We are an equal opportunity employer, and we do not discriminate on the basis of race, religion, color, national origin, sex, sexual orientation, age, veteran status, disability, genetic information, or other applicable legally protected characteristic.

Responsibilities

• Advise on a broad range of corporate governance matters, including the company’s governance framework and structure, board and committee meeting preparation, minutes, resolutions, governance charters, organizational documents, and corporate policies.
• Support and drive capital markets and financing activities, including equity and debt transactions, liquidity events, and other strategic transactions.
• Structure, negotiate, and draft transaction documents, and provide strategic counsel throughout all phases of a transaction — from initial structuring and term sheet negotiation through due diligence, execution and closing.
• Partner closely with cross-functional teams across the company, including Finance, Investor Relations, Accounting, Tax, Treasury, Equity, People and other Legal teams, to support corporate and strategic initiatives.
• Support securities compliance and disclosure matters in connection with financings, governance initiatives, investor engagement and other corporate activities, including development and maintenance of related processes and controls.
• Develop and scale legal processes and frameworks for general corporate matters, including subsidiary governance and entity management, international expansion, equity matters and corporate compliance, in close collaboration with other teams and leveraging AI.

Requirements

• Have at least 4+ years of combined legal experience at fast-paced technology companies and technology-focused law firms.
• Have experience advising on corporate governance, capital markets transactions and securities-related matters for late-stage private companies and/or public companies.
• Have a strong sense of ownership, are inquisitive and enthusiastic about technology, enjoy being continually challenged, and can demonstrate sound judgment in ambiguous situations.
• Are humble, thoughtful and operate at the highest level of integrity.
• Have exceptional analytical, communication, organizational and project management skills, and are comfortable managing multiple workstreams simultaneously.
• Have a demonstrated interest in designing and improving legal workflows and processes through use of AI.
• Have a JD and license or qualification to practice in CA.