Senior Counsel, Mergers & Acquisitions

About Toptal

Toptal is a global network of top talent in business, design, and technology that enables companies to scale their teams, on-demand. With $200+ million in annual revenue and team members based around the globe, Toptal is the world’s largest fully remote workforce.

We take the best elements of virtual teams and combine them with a support structure that encourages innovation, social interaction, and fun. We see no borders, move at a fast pace, and are never afraid to break the mold.

Job Summary

This is a fully-remote, senior-level, in-house Legal Counsel position primarily responsible for assisting Toptal with its active acquisition strategy. This includes working on numerous strategic M&A transactions, ranging from smaller “bolt on” or “tuck in” acquisitions to larger deals. The role focuses on drafting and negotiating acquisition documentation, conducting due diligence of targets, reviewing digital data room materials, and reviewing disclosure schedules. The Senior Counsel, Mergers & Acquisitions will possess a working familiarity with legal areas essential for supporting the drafting and negotiation of definitive deal documents, pre-close integration planning, and post-close integration, collaborating closely with internal stakeholders and external counsel, including local counsel in foreign jurisdictions.

This is a remote position. Applicants and the person in this position are required to reside within the US. Toptal does not offer visa sponsorship or assistance. Resumes and communication must be submitted in English.

Responsibilities

The ideal candidate will have demonstrated experience serving as a trusted advisor to senior leadership teams on strategic transactions across the full M&A transaction lifecycle, providing strategic legal advice, identifying critical risks, collaborating across functions, and ensuring alignment with corporate objectives. This candidate must have substantial experience supporting fast-paced business negotiations of varying sizes, outstanding legal and business acumen, excellent customer service and leadership skills, and a positive, proactive, “can-do” attitude. Additionally, strong experience handling due diligence of target companies and assisting with post-acquisition integration planning with other legal team members and cross-functional teams is required. After an initial onboarding period, the Senior Counsel must be a self-starter, leveraging their expertise to identify, manage, and mitigate risks through business-practical application of Toptal’s policies, processes, and procedures. Significant responsibility for the development and ongoing review of relevant M&A transactions will be part of the role.

Like all roles within Toptal’s Legal department, this position requires collaboration across many functional areas but ultimately entails hands-on work rather than managing others. The Senior Counsel, Mergers & Acquisitions is expected to cultivate productive relationships with internal and external business partners and foster a customer-centric approach that simultaneously protects Toptal’s legal and business interests and reputation.

In the first week, expect to:

• Onboard and integrate into Toptal and the team.
• Obtain an understanding of organizational tools and processes.

In the first month, expect to:

• Familiarize yourself with Toptal’s M&A agreements and recent deals.
• Understand organizational best practices related to negotiation points.
• Grasp all aspects of Toptal’s M&A and other relevant programs and policies.

In the first three months, expect to:

• Begin drafting and negotiations with increasing levels of responsibility and complexity.
• Focus on recognizing and implementing Toptal’s best practices, primarily based on Toptal’s contract precedents.
• Develop strong personal relationships with other Legal team members and the M&A team.
• Participate in deal work, including due diligence requests, reviews, and pre/post-merger integrations.

In the first six months, expect to:

• Be prepared to lead increasingly larger and more complex negotiations.
• Finalize agreements with a focus on desired business outcomes.
• Provide ongoing advice regarding M&A matters in a dynamic, fast-paced environment.
• Exercise discretion, good independent judgment, and offer commercially practicable legal and business counsel.

In the first year, expect to:

• Be viewed as a go-to Legal expert in the M&A space.
• Continue to identify areas to improve efficiency and uplevel the speed of the negotiation process.
• Help run an acquisition deal from beginning to end, assisting business stakeholders with integration planning and implementation.

Qualifications and Job Requirements

• Juris Doctor degree, LLB, LLM or equivalent is required.
• Admission to a U.S. State or the District of Columbia bar.
• A minimum of 5 years of experience focused within M&A law, ideally some of that experience being in a law firm setting.
• Strong experience negotiating and drafting merger and acquisition documentation.
• Experience conducting due diligence of target digital data rooms and review of disclosure schedules.
• Ability to partner closely with external M&A counsel and internal business stakeholders.
• Excellent customer service (internal and external), interpersonal, and organizational skills.
• Ability to quickly master and integrate legal, business, technical, and practical analysis.
• An extremely sharp eye for detail with exceptional business judgment and a knack for coming up with creative solutions.
• Ability to support and scale in a fast-growing company with a focus on execution.
• Outstanding written and verbal communication skills.
• Ability to work in a fast-paced, rapidly growing company and handle a wide variety of challenges, deadlines, and a diverse array of contacts.
• You must be a world-class individual contributor to thrive at Toptal; you will not be here just to tell other people what to do.

Essential Job Functions

• Regularly and reliably attend scheduled virtual team meetings on camera.
• Work independently with minimal supervision.
• Use all required digital collaboration tools.
• Prioritize and self-manage workflows and deadlines.

Compensation and Benefits

For candidates who meet the qualifications and job requirements listed above, individual pay is determined by work location and additional factors, including job-related skills, experience, and relevant education or training.

In the US, Toptal’s benefit offerings include participation in a 401(k) retirement plan; medical, dental, and vision health insurance plans; basic life insurance coverage and short-term and long-term disability coverage; access to flexible spending, dependent care, and health savings accounts; access to telehealth virtual doctors; an employee assistance program; and flexible paid time off.

Key skills/competency

• M&A Transactions
• Due Diligence
• Acquisition Documentation
• Contract Negotiation
• Legal Advisory
• Corporate Law
• Risk Mitigation
• Post-Acquisition Integration
• Strategic Planning
• Legal Counsel