Corporate Counsel

Location:

Camarillo, CA or San Jose, California (Hybrid)

Job Summary

As a Corporate Counsel, you will play a key role in supporting Semtech’s global business operations by providing legal counsel on corporate governance, mergers and acquisitions (M&A), commercial contracts, securities, and compliance matters. You will collaborate with cross-functional teams, including business development, finance, quality and operations, to ensure the company navigates complex legal challenges and opportunities in the semiconductor industry. The ideal candidate will have a strong background in corporate law, M&A, securities regulations, and business transactions, preferably with experience in the technology or semiconductor sectors.

Responsibilities

• Corporate Governance and Compliance: (10%)
- Advise senior management on corporate governance matters, including board processes, shareholder matters, and compliance with local and international regulations.
- Draft and review corporate governance documents, including board and committee resolutions/minutes, governance policies, and committee charters.

• Commercial Contracts and Transactions: (30%)
- Draft, review, and negotiate a wide range of commercial contracts, including supply agreements, licensing agreements, confidentiality, technology transfer agreements, and strategic partnerships.
- Support business teams in negotiating terms and conditions with suppliers, customers, and partners.
- Ensure that contracts comply with applicable laws, company policies, and business objectives.

• Securities and Public Company Matters: (20%)
- Assist with SEC filings, including 10-K, 10-Q, 8-K, proxy statements, and other regulatory filings required for a publicly traded company.
- Advise on securities law compliance, including insider trading policies, executive compensation, and shareholder proposals.
- Support the preparation of earnings releases, investor relations materials, and other public disclosures.

• Mergers and Acquisitions (M&A): (20%)
- Provide legal support for M&A transactions, including due diligence, contract drafting/negotiations, and structuring of deals.
- Draft and review M&A agreements, joint venture, and other strategic investment agreements.
- Coordinate with internal teams and external legal counsel to ensure smooth transaction processes and alignment with corporate strategy.

• Corporate Finance and Capital Markets: (5%)
- Assist with corporate finance matters, including debt and equity financing, capital raising efforts, and public offerings.
- Provide legal support for investor relations activities, including shareholder communications, proxy statements, and annual shareholder meetings.
- Review securities offering documents and assist in preparing for public offerings or private placements.

• Risk Management and Legal Strategy: (5%)
- Provide proactive legal advice to senior management on risk management strategies and identify legal risks in various business initiatives.
- Work with internal teams to mitigate legal risks associated with contracts, transactions, and corporate activities.
- Stay informed about developments in corporate law, semiconductor regulations, and global market trends to provide relevant legal guidance.

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Cross-Functional Collaboration:

(10%)
- Partner with cross-functional teams, including business development, finance, product, and operations, to ensure alignment of legal and business objectives.
- Provide training on corporate governance, legal compliance, and other relevant topics for internal stakeholders.
- Liaise with external law firms and service providers to support the company’s corporate legal matters.

Minimum Qualifications

• Juris Doctor (JD) from an accredited law school.

• Active membership in good standing with the bar.

• Minimum of 5-7 years of experience in corporate law, with a focus on M&A, securities, commercial contracts, and corporate governance.

• Experience with semiconductor industry or technology sector transactions is preferred.

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Skills:

- Strong understanding of corporate governance principles, M&A transactions, and commercial contracts.

- Experience with SEC filings and compliance matters for publicly traded companies.
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