PRINCIPAL COUNSEL, INVESTMENT TRANSACTIONS

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Position Base: Oakland
Location: UCOP - Franklin Building

UC OFFICE OF THE PRESIDENT

At the University of California (UC), your contributions make a difference. A world leader producing Nobel and Pulitzer Prize recipients with over 150 years of groundbreaking research transforming the world. Choose a career where you can leverage your knowledge, skills and aspirations to inspire and support some of the greatest minds in the world, and those who will follow in their footsteps. Working at the University of California is being part of a unique institution, and a vibrant and diverse community. At the University of California, Office of the President, we propel our mission through impactful work locally, in government centers and systemwide. We are passionate people, serving the greater good.

The University of California, one of the largest and most acclaimed institutions of higher learning in the world, is dedicated to excellence in teaching, research and public service. The University of California Office of the President is the headquarters to the 10 campuses, six academic medical centers and three national laboratories and enrolls premier students from California, the nation and the world. Learn more about the UC Office of the President

DEPARTMENT OVERVIEW

UC Legal - Office of General Counsel is located in Oakland, California, and is staffed with system-wide legal experts who provide an extraordinary range of legal services to the University of California (UC) and its Office of the President, its 10 campuses and 5 medical centers, as well as its reserves and field stations. For more information, visit https://www.ucop.edu/uc-legal/.

POSITION SUMMARY

Reporting to the Managing Counsel, the Principal Counsel will provide legal advice on a variety of highly complex corporate transactions for clients across the UC system and particularly matters within the purview of the University's Office of the Chief Investment Officer ("UC Investments"). The Principal Counsel will draft, review, structure, and negotiate a variety of agreements involving the University's interests in connection with direct investments and private fund investments. Responsibilities require knowledge of laws, regulations, and policies applicable to a broad range of investment transaction issues, including, but not limited to, highly complex corporate transactional, finance, and investment matters. UC Investments manages a global portfolio of investments, including retirement, endowment, and cash assets with an aggregate value in excess of $200 billion. These investments are made across a variety of asset classes, including public equity, fixed income, private equity, private credit, real estate, and real assets.

Responsibilities

75% Core Legal Practice

• Provides practical, actionable, and timely legal advice, counsel, and support on a variety of highly complex corporate transactional, finance, operations, and investment matters related to UC Investments under the supervision of the Deputy General Counsel and/or Managing Counsel, BTI

• Directly and independently structures, documents, and negotiates legal matters and handles projects on behalf of The Regents and UC Investments as they pertain to various corporate and investment transactions, including private funds (e.g., private equity funds, venture capital funds, co-investment funds, continuation funds, etc.), secondary sales, direct investments (e.g., venture capital financings, etc.), real estate transactions, and separately managed accounts, among others.

• Provides research and advice on legal issues affecting University investments, including for special projects, such as joint ventures, equity investments and disposals, and similar matters.

• Coordinates with individual University campuses on campus-based startups and equity-related matters

• Creates and updates standard form investment agreements and other agreements

• Drafts, reviews, and negotiates various commercial contracts, including professional services agreements and data agreements, among others.

• Establishes legal and compliance policies and procedures that meet applicable regulatory requirements; tests the operative effectiveness of those policies and procedures; and conducts appropriate training

• Assists in the preparation of board materials

• Participates in development of legal strategy and execution of transactions

• Implements a contract management system and process

• Assists UC Investments on compliance matters such as insider trading reporting policy and reporting procedures, personal trading, etc.

• Plans and assists in due diligence; actively manages deal processes and execution

• Advises and renders opinions to senior leaders with respect to the legal implications of establishing or changing policy

• Attends public meetings of the Investments Committee of the Board of Regents on behalf of the General Counsel

• Works with colleagues in the UC Office of the President to develop and modify practices and procedures to conform with changing legal requirements

• Advises officers and senior managers of corporate legal responsibilities

• Keeps informed on changing legislation and case law development in the area of corporate, finance, and investment transactions

• Establishes effective relationships with key internal and external constituencies by recognizing strategic needs of organization and proactively building relationships with appropriate stakeholders to ensure successful outcomes

• Directly negotiates matters on behalf of The Regents

10% Leadership

• Provides functional advice, training and/or guidance and effectively mentors less-experienced attorneys.
• Develops objectives and ensures service according to established priorities; delegates work effectively to maximize efficiencies.

10% Compliance & Stewardship

• Makes recommendations concerning areas of work to perform in-house, versus payment for an outside firm.
• Ensures accurate record keeping in compliance with UC Legal data quality protocols.
• Complies with delegations of authority for committing University funds.
• Acts as a liaison with retained outside counsel and manages outside counsel budget.

5% Collaboration and Communication

• Recognizes strategic needs of organization and proactively builds relationships with appropriate stakeholders to ensure successful outcomes.
• Establishes effective relationships with key internal and external constituencies.
• Develops objectives and ensures service according to established priorities.
• Ensures accurate record keeping in compliance with UC Legal data quality protocols.

Experience
Minimum of 8 years of relevant in-house or law firm experience with corporate transactional and investment matters; must have extensive transactional experience.

Required Qualifications

• Significant experience with legal aspects of private fund investments, direct investments, real estate transactions, mergers and acquisitions, and/or corporate finance

• In-depth capabilities in collaboration, facilitation, and strategic and creative thinking

• A proven team player with a positive attitude and strong interpersonal communication skills, including proven ability to actively listen, negotiate, persuade, and educate

• Experience in reviewing, drafting, and negotiating a broad range of general corporate and/or fund-related agreements for a variety of transactions, including private fund investments; direct investments (e.g., venture capital financings, etc.); investment, hedging, futures, and similar accounts; agreements with bank and broker-dealer counterparts; term sheets and letters of intent; mergers and acquisitions; dispositions; real property transactions; consulting and professional service arrangements; agreements relating to trading, risk management, and data management functions, including software license and other vendor agreements; confidentiality agreements; and related corporate actions

• In-depth understanding of highly complex legal issues and ability to foresee implications in the University setting and institutional concerns, even when ambiguous or hidden

• Excellent decision-making ability, even when unpopular, earning credibility and support from colleagues

• Advanced interpersonal communication skills, including proven ability to actively listen, negotiate, persuade, and educate

• Advanced written communication skills and ability to create and deliver effective materials and/or presentations appropriate to various audiences, including senior leaders and technical experts

• Advanced skills in project management and in facilitating policy review and changes

• Demonstrated ability to build trust and credibility with a broad group of colleagues, clients, and other stakeholders, including senior leadership

• Demonstrated commitment to the highest ethical standards

• Proven ability to maintain confidentiality and exercise discretion and tact when handling sensitive or potentially sensitive issues

• Willingness to work in the office at a minimum on an as-needed basis

• Strong understanding of applicable securities regulations, corporate transactional, investment, finance and contract laws, relevant enforcement trends, and strategies to manage related risks

• Experience in negotiating equity-based financing transactions

Preferred Qualifications

• Experience working on real estate transactions

• Experience working in the legal department of an investment management firm, investment bank, or other financial institution

• General private corporate/business transactions experience, including experience in advising on incubators, accelerators, and similar startup frameworks

• Experience working for other clients that are educational institutions, startups, or investors

• International transactional experience

• Institutional knowledge of the University of California's equity-related policies and procedures or similar higher education experience

• Experience working with both private and public/governmental entities and/or experience with local, federal, and/or UC policy

• Ability to mentor and coach all levels of staff and to provide for succession planning

Education

• Advanced degree in related area

Licenses and Certifications

• Must be a member in good standing of the California Bar. (Out-of-state hire would be afforded time to pass the Bar within a reasonable period.)

Travel Requirements
5% Occasional travel for business meetings

SPECIAL CONDITIONS

The person hired will be required to reside within California and report to work on-site at UC's Office of the President (UCOP) located in Oakland, CA on a regular basis. Current policy requires that a new employee work on-site at least two days per week on Tuesday and Wednesdays ("anchor days"). In exceptional circumstances, approved by the General Counsel, candidates residing in or willing to relocate to California may be considered for a fully remote work arrangement.

SALARY AND BENEFITS

Job Title: Counsel 4
Job Code: 000201
Salary Grade: Grade 29
Payscale: $235,000 - $275,000 annual, commensurate with experience

The University of California, Office of the President, is required to provide a reasonable estimate of the compensation range for this role. This range takes into account the wide range of factors that are considered in making compensation decisions including but not limited to experience, skills, knowledge, abilities, education, licensure and certifications, and other business and organizational needs. It is not typical for an individual to be offered a salary at or near the top of the range for a position. Salary offers are determined based on final candidate qualifications and experience.

Benefits: For information on the comprehensive benefits package offered by the University visit: Benefits of Belonging

ADDITIONAL INFORMATION

HOW TO APPLY

Please be prepared to attach a cover letter and resume with your application.

APPLICATION REVIEW DATE

The first review date for this job is July 10, 2026. The position will be open until filled.

CONDITIONS OF EMPLOYMENT

Background Check Process: Successful completion of a background check is required for this critical position. Background check process at UCOP

Smoke Free Work Environment: The University of California, Office of the President, is smoke & tobacco-free as of January 1, 2014. UC Smoke & Tobacco Free Policy

As a condition of employment, you will be required to comply with the University of California Policy on Vaccination Programs, as may be amended or revised from time to time. Federal, state, or local public health directives may impose additional requirements.

As a condition of employment, the finalist will be required to disclose if they are subject to any final administrative or judicial decisions within the last seven years determining that they committed any misconduct, are currently being investigated for misconduct, left a position during an investigation for alleged misconduct, or have filed an appeal with a previous employer.

• "Misconduct" means any violation of the policies or laws governing conduct at the applicant's previous place of employment, including, but not limited to, violations of policies or laws prohibiting sexual harassment, sexual assault, or other forms of harassment, discrimination, dishonesty, or unethical conduct, as defined by the employer.
  • UC Sexual Violence and Sexual Harassment Policy
  • UC Anti-Discrimination Policy for Employees, Students and Third Parties
  • APM - 035: Affirmative Action and Nondiscrimination in Employment

EEO STATEMENT

The University of California is an Equal Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, age, protected veteran status, or other protected status under state or federal law.

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