M&A and Corporate Restructuring Lawyer

We are seeking a Mergers and Acquisitions (M&A) Lawyer to join our dynamic M&A and Restructuring team within the Legal, Governance & Regulatory Division at Euroclear. 

In this role, you will contribute to strategic transactions across the Euroclear group, including acquisitions, divestitures, joint ventures and corporate reorganisations. You will support these projects from both a corporate law and regulatory perspective, working closely with senior stakeholders and multidisciplinary teams.

This is a great opportunity to contribute to complex and high-profile cross-border projects in a collaborative, stimulating and innovative environment within the Legal, Governance & Regulatory Division of the Euroclear group.

The ideal candidate will support the team in advising on and managing M&A and corporate restructuring transactions, ensuring legal and regulatory compliance while mitigating risks. This position requires strategic thinking, strong business acumen, good communication skills and the ability to work under pressure. 

Key Responsibilities: 

Advisory Role: 

• Support and advise on all phases of M&A transactions, including due diligence, structuring, negotiations and deal execution. 
• Conduct legal research and due diligence, focusing on corporate documentation, governance, regulatory considerations and potential risks. 
• Provide guidance on corporate and regulatory compliance, including company law and securities law.

Deal and Project Structuring: 

• Contribute to the structuring of M&A deals and internal corporate restructuring projects (intragroup reorganisations, mergers, demergers, capital transactions) across various jurisdictions to align with business goals, tax implications and legal requirements. 
• Support initiatives with a strong understanding of corporate law, governance obligations and relevant regulatory frameworks, assessing legal risks and proposing appropriate mitigation strategies. 

Negotiation and Documentation: 

• Draft, negotiate and finalise documents, including contracts, letters of intent, confidentiality agreements and principal transaction agreements. 
• Draft appropriate representations, warranties, covenants and disclosure schedules. 

Stakeholder Management: 

• Manage communication between various stakeholders, including executives, internal and external lawyers as well as financial advisers. 
• Ensure alignment and smooth transaction processes, while supporting the timely resolution of any issues that may arise. 

Governance and Fiduciary Duties: 

• Support in advising boards of directors and management on fiduciary duties, minority shareholder rights and potential conflicts of interest. 
• Review and comment on financial adviser fairness opinions and board presentations. 

Implementation:

• Create comprehensive implementation checklists. 
• Ensure timely completion of corporate and regulatory deliverables, approvals and filings throughout the transaction lifecycle.

Qualifications: 

• Master’s degree from an accredited law school in corporate law and/or financial law. 
• Minimum 5 years of relevant experience in an international law firm or in-house legal department, with focus on M&A and/or corporate restructuring.
• Strong understanding of corporate law, corporate finance and cross-border transactions.
• Experience with regulated entities or financial sector transactions is an asset.

Skills and Competencies:

• Strong analytical, drafting and negotiation skills. 
• Excellent command of English (written and spoken); additional languages are a plus.
• Ability to identify how commercial and financial assumptions affect deal structure and legal risk.
• Proactive, solution-oriented mindset with attention to detail.
• Proficiency in legal research and writing. 
• Ability to manage multiple projects and meet tight deadlines.
• Strong interpersonal skills and manage relationships effectively across the organisation.
• Ability to work both independently and collaboratively.
• Proficiency in using legal technology and software tools. 
• Organised, conscientious and committed to high-quality delivery.