Senior U.S Securities and Transactional Counsel
Job description
U.S. Securities and Transactions Counsel serving as the company's primary legal expert on U.S. securities law and NASDAQ-listed foreign private issuer requirements, leading SEC reporting, disclosure and NASDAQ compliance workstreams and supporting U.S. transactional matters.
At a glance
- Work mode
- Remote
What you'll do
- Lead preparation and timely filing of all periodic and other SEC reports, including Forms 20-F and 6-K, and Section 16 filings
- Manage disclosure controls and procedures; coordinate with Finance and external auditors to support SOX Section 302 and 404 compliance
- Draft and/or review press releases, earnings scripts, and investor materials; own disclosure compliance program
- Advise on Rule 10b5-1 plans and related securities law requirements
- Advise on Board and committee governance, director and officer matters, and the company's annual governance cycle under US Securities Law and NASDAQ listing standards
- Ensure compliance with SEC Rules on matters such as related-party transactions and other corporate governance matters
- Monitor developments in SEC Rules, NASDAQ listing standards and relevant U.S. public-company governance requirements
- Advise on securities law aspects of equity and debt capital markets transactions, including equity and convertible note offerings, ATM equity programs, and Rule 144A / Reg S debt offerings
- Negotiate underwriting agreements, purchase agreements, indentures, and related transaction documents; coordinate with underwriters' counsel and trustee
- Manage registration statements and prospectus supplements; advise on related EDGAR filings
- Advise on securities law compliance for convertible notes, warrant issuances, and equity-linked instruments
- Provide securities law counsel across the full M&A lifecycle — from structuring and due diligence through signing, regulatory filings, and closing
- Advise on representations and warranties related to securities law compliance
What we're looking for
- J.D. from an accredited law school; active bar admission in at least one U.S. jurisdiction
- At least 7 years of relevant experience in US securities law and public-company matters; mix of top-tier law firm and in-house experience strongly preferred
- Deep expertise in Exchange Act reporting, SOX, Regulation FD, and NASDAQ governance rules
- Proven experience with capital markets transactions (equity and debt) and public M&A
- Exceptional drafting and communication skills; sound judgment and ability to work independently at a senior level
Benefits
- Competitive compensation
- Career growth and learning opportunities
- Flexibility and ownership
- Collaborative and innovative culture
- Opportunity to work on impactful AI projects
- International environment and talented teams
Apply
About Nebius
Leading a new era in cloud infrastructure for the global AI economy
Nebius is building a full-stack AI cloud platform that supports developers and enterprises from data and model training through to production deployment. Built by engineers, for engineers, the company owns hard problems across compute, storage, networking and applied AI, from large-scale GPU orchestration to inference optimization.
Mission
Building a full-stack AI cloud platform that supports developers and enterprises from data and model training through to production deployment, without the cost and complexity of building large in-house AI/ML infrastructure.
Key facts
- 1,500+
- Amsterdam
- AI cloud infrastructure
- Listed on Nasdaq (NBIS)
- Global footprint with R&D hubs across Europe, the UK, North America and Israel
- Team of 1,500+ includes hundreds of engineers with deep expertise across hardware, software and AI R&D
What they value
- Fast moving
- Bold thinking
- Constant growth
- Meaningful impact
- Trust and real ownership
- Opportunity to shape the future of AI