Associate General Counsel – Investments and Securities

APPLICATION INSTRUCTIONS:

• CURRENT PENN STATE EMPLOYEE (faculty, staff, technical service, or student), please login to Workday to complete the internal application process. Please do not apply here, apply internally through Workday.

• CURRENT PENN STATE STUDENT (not employed previously at the university) and seeking employment with Penn State, please login to Workday to complete the student application process. Please do not apply here, apply internally through Workday.

• If you are NOT a current employee or student, please click “Apply” and complete the application process for external applicants.

Approval of remote and hybrid work is not guaranteed regardless of work location. For additional information on remote work at Penn State, see Notice to Out of State Applicants.

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POSITION SPECIFICS​

Penn State University is seeking 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 will work closely with the Office of Investment Management (OIM) and other University stakeholders on matters involving endowment and other institutional assets, capital markets, investment structures, and regulatory compliance.

As part of the Office of the General Counsel, this attorney will serve as a trusted legal advisor to senior leadership, OIM professionals, and other University offices, delivering practical, risk‑informed guidance aligned with the University’s fiduciary obligations, public mission, and long-term strategic objectives.

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, including 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, as applicable, 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 associated with investment activities
• Oversee and coordinate the work of outside investment counsel with a focus on cost discipline, scope appropriateness, and efficient allocation of internal versus external legal 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 connected to investment activity
• Collaborate with colleagues in the Office of the General Counsel on related business, finance, and transactional matters as assigned

Debt Issuance and Securities Compliance

• Advise and assist, in coordination with other University attorneys and relevant internal personnel, on all legal aspects of the University’s issuance of debt securities, including taxable and tax-exempt bonds, and related financing structures
• Advise and assist with the preparation and review of official statements and other offering disclosure materials to ensure accuracy, completeness, and compliance with applicable legal standards
• 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 administrative units to support University-wide objectives
• Participate in training, education, and outreach efforts for university 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
• A minimum of 5–7 years of relevant legal experience, including experience at a major law firm, investment manager, financial institution, public entity, or comparable organization, with a focus 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, and ability to responsibly use, AI-enabled tools to streamline legal work supporting investment activities, while exercising sound judgement and adhering 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 and high‑impact 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 Required Certifications: Licensed Attorney - Pennsylvania Board of Law Examiners

 

 

BACKGROUND CHECKS/CLEARANCES

Employment with the University will require successful completion of background check(s) in accordance with University policies.

 

Penn State does not sponsor or take over sponsorship of a staff employment Visa. Applicants must be authorized to work in the U.S.

 

SALARY & BENEFITS

The salary range for this position, including all possible grades, is $187,500.00 - $290,600.00.

 

Salary Structure - Information on Penn State's salary structure

 

Penn State provides a competitive benefits package for full-time employees designed to support both personal and professional well-being. In addition to comprehensive medical, dental, and vision coverage, employees enjoy robust retirement plans and substantial paid time off which includes holidays, vacation and sick time. One of the standout benefits is the generous 75% tuition discount, available to employees as well as eligible spouses and children. For more detailed information, please visit our Benefits Page.

CAMPUS SECURITY CRIME STATISTICS

Pursuant to the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act and the Pennsylvania Act of 1988, Penn State publishes a combined Annual Security and Annual Fire Safety Report (ASR). The ASR includes crime statistics and institutional policies concerning campus security, such as those concerning alcohol and drug use, crime prevention, the reporting of crimes, sexual assault, and other matters. The ASR is available for review here.

EEO IS THE LAW

Penn State is an equal opportunity employer and is 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. If you are unable to use our online application process due to an impairment or disability, please contact 814-865-1473.

Penn State is committed to and accountable for advancing equity, respect, and belonging. We embrace individual uniqueness, as well as a culture of belonging that supports equity initiatives, leverages the educational and institutional benefits of inclusion in society, and provides opportunities for engagement intended to help all members of the community thrive. We value belonging as a core strength and an essential element of the university’s teaching, research, and service mission.

 

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