Associate General Counsel – Investments and Securities

Application Instructions Current Penn State employee (faculty, staff, technical service, or student): log in to Workday to complete the internal application process. Do not apply here. Current Penn State student (not employed previously at the university) and seeking employment: log in to Workday for the student application process. Do not apply here. If you are not a current employee or student, click “Apply” and complete the external applicant process. Position Specifications Penn State University seeks an Associate General Counsel – Investments and Securities to provide sophisticated legal advice and services in support of the University’s investment activities and related securities matters. This position works closely with the Office of Investment Management and other stakeholders on matters involving endowment and institutional assets, capital markets, investment structures, and regulatory compliance. Key Responsibilities Investment and Securities Law Support Provide legal advice and transactional support for a globally diversified institutional investment portfolio, including private equity, venture capital, real estate, infrastructure, natural resources, hedge funds, public markets, co‑investments, and direct investments. Review, negotiate, and draft investment‑related documentation such as limited partnership agreements, subscription agreements, side letters, co‑investment agreements, separate account agreements, and related amendments. Advise on securities law issues related to private placements, exempt offerings, and ongoing compliance under applicable federal and state securities laws. Provide guidance on capital formation, fund structuring, and investment vehicles, including domestic and offshore structures, blocker corporations, and other tax‑sensitive investment arrangements. Regulatory, Compliance, and Risk Management Advise on laws, rules, and regulations applicable to institutional investors and investment fiduciaries, including the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940, Investment Company Act of 1940, ERISA considerations, and related regulations. Support investment‑related due diligence, including review of manager disclosures, regulatory filings, compliance policies, and conflicts of interest. Partner with OIM and compliance professionals to identify, manage, and mitigate legal and regulatory risks. Oversee and coordinate outside investment counsel work, focusing on cost discipline and efficient allocation of resources. University Governance and Institutional Support Advise on fiduciary duties, governance considerations, and policy matters related to the University’s investment program and affiliated entities. Assist in developing, reviewing, and updating internal policies, guidelines, and standard templates related to investments and securities matters. Provide legal support for transactions involving University‑affiliated entities, foundations, or special‑purpose vehicles. Collaborate with colleagues in the Office of the General Counsel on related business, finance, and transactional matters. Debt Issuance and Securities Compliance Advise and assist on all legal aspects of the University’s issuance of debt securities, including taxable and tax‑exempt bonds and related financing structures. Assist with the preparation and review of official statements and other offering disclosure materials to ensure accuracy and compliance. Advise on tax compliance matters related to tax‑exempt bonds, including private use restrictions, arbitrage, rebate requirements, and post‑issuance compliance. Review and draft trust indentures, loan agreements, offering documents, and continuing disclosure agreements. Collaboration and Education Work collaboratively with OIM, finance, tax, audit, and other units to support University‑wide objectives. Participate in training, education, and outreach for stakeholders on investment‑related legal and compliance topics. Contribute to special projects and strategic initiatives as directed by the General Counsel. Required Qualifications Juris Doctor (J.D.) from an accredited law school. Admission to practice law in at least one U.S. jurisdiction; ability to obtain admission in Pennsylvania as required. 5–7 years of relevant legal experience, including experience at a major law firm, investment manager, financial institution, public entity, or comparable organization, focused on investments, securities, or complex business transactions. Substantial experience negotiating and advising on private fund investments or other institutional investment arrangements. Strong knowledge of securities laws and regulatory frameworks applicable to sophisticated investors. Demonstrated ability to manage complex matters independently while collaborating effectively with internal teams and external counsel. Preferred Qualifications Experience advising public universities, foundations, endowments, or other public or nonprofit institutions. Familiarity with derivatives, hedging arrangements, or trading documentation. Experience with tax considerations affecting investments, including UBTI and international investment issues. Interest in responsibly using AI‑enabled tools to streamline legal work, with sound judgment and adherence to data security and confidentiality requirements. Strong interpersonal skills and the ability to translate complex legal concepts into practical guidance for non‑lawyers. Core Competencies and Attributes Sound judgment, collegiality, integrity, and discretion in handling sensitive matters. Excellent drafting, negotiation, and analytical skills. Ability to balance legal risk mitigation with institutional goals and practical business considerations. Commitment to Penn State’s public mission, values, and culture of collaboration, integrity, and excellence. Work Environment Flexible – in‑person, fully remote, or hybrid work arrangements may be considered consistent with university policy and operational needs. Minimum Education, Work Experience & Required Certifications Juris Doctor (JD); 8+ years of relevant experience. Licensed attorney – Pennsylvania Board of Law Examiners. Background Checks/Clearances Employment with the University requires successful completion of background check(s) in accordance with University policies. Salary & Benefits The salary range, including all possible grades, is $187,500.00 – $290,600.00. This position includes a competitive benefits package with medical, dental, vision, retirement plans, and paid time off. Employees receive a 75% tuition discount for themselves, spouses, and eligible children. EEO is the Law Penn State is an equal‑opportunity employer committed to providing employment opportunities to all qualified applicants without regard to race, color, religion, age, sex, sexual orientation, gender identity, national origin, disability, or protected veteran status. #J-18808-Ljbffr