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ProfileNew York City office of our client seeks mid-level private equity transaction associate attorney with 3+ years of legal experience. The candidate will assist in all aspects of matters involving Private Equity Transaction cases, including assisting in providing legal counsel to private equity sponsors on mergers and acquisitions and related financings. Will assist with all types of transactions involving private equity clients, including middle market and large cap buy-outs, PIPEs and venture and growth capital investments. Assist in advising private equity sponsors on all aspects of proposed transactions, including developing the structure of proposed transactions, drafting, structuring and negotiating acquisition and financing documents, closing the transactions, and establishing the business and legal structure for any newly acquired operating company. Facilitate in drafting and negotiating private equity transaction documents, including merger agreements, stock purchase agreements, asset purchase agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, engagement letters, guarantees and commitment letters. Coordinate due diligence process for private equity transactions, including review of agreements, supervision of junior lawyers and experts and preparation of findings for clients. Conduct "read-out, or similar calls with clients to assist in advising them of due diligence findings for all aspects of transactions, including expert areas. Assist in advising management team/owners of selling companies in order to navigate the sale process, including negotiating term sheet and acquisition documents, preparing disclosure schedules, and advising on tax, employment, non-compete and post-closing issues. Facilitate the advice to clients on initial public offering (IPO) transactions and going-private transactions, including preparation of requisite securities law filings; help to negotiate and finalize memoranda and legal opinions related to the foregoing transactions. Review and revise various corporate organizational documents. Utilize knowledge of general corporate and securities law to assist in providing a wide range of general counsel services to companies, including assistance with various types of business and operating contracts. Begin to serve as primary point of contact for clients, outside advisors and opposing counsel in private equity transactions. Assist in overseeing private equity transactions (including deal process, junior corporate associates and specialist teams) in various industries, including, in particular, each of the healthcare, consumer brands and technology industries. Analyze the legal and factual background of sophisticated private equity transactions, including for purposes of training clients and junior attorneys. Should have 3+ years of experience in: representing clients on various merger and acquisition transactions, including middle market and large cap buy-outs (public and private transactions), divestitures, sale transactions, joint ventures and minority investments; advising clients on cross-border transactions; drafting and negotiating corporate transaction documents, including merger agreements, stock purchase agreements, asset purchase agreements, stockholders agreements, partnership agreements, limited liability company operating agreements, engagement letters, guarantees and commitment letters; Drafting or reviewing SEC disclosure documents, including Form S-4s, Schedule 14A proxy statements, tender offer statements on Schedule TO and other transaction related SEC filings; representing both private equity and strategic investors, with a focus on private equity transactions; and 2+ years of experience in successfully managing teams of colleagues to effect corporate transactions. Should have Master of Law (LL.M.) degree (or foreign equivalent). Must also be admitted to the New York State Bar.
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