Corporate Counsel (Contractor)

Arceus; Oregon; Hybrid; USD 138,000 - 344,000; Part time

Benefits offered by this job

Part-time independent contractor

Hourly rate $100–$250

Same-day responses during working hrs

Job summary

Arceus is seeking a fractional corporate counsel to support startups through the full corporate lifecycle, from formation to financings. You will work closely with founders, finance teams, and in-house legal to turn recurring work into standardized playbooks and AI-assisted workflows.

The ideal candidate has deep emerging-companies and venture finance experience, is fluent in Delaware corporate mechanics, and can explain complex rights to first-time founders in concise terms.

Qualifications

• J.D. and active bar membership in good standing.
• 5+ years of corporate practice, with emerging-companies and venture financing experience.
• Training at a law firm with an established emerging-companies or venture practice; in-house or sole-counsel a strong plus.
• Hands-on experience running SAFEs, convertible notes, and priced equity financings.
• Strong command of Delaware corporate law and startup equity mechanics.
• Familiarity with cap table platforms (e.g., Carta, Qapita) and e-signature closing workflows.
• Customer-first mindset: responsive, low-ego, focused on closing deals.
• Experience with AI-assisted legal workflows.

Responsibilities

• Formation and structure work including incorporations, LLC-to-C-corp conversions, Delaware reincorporations and flips, subsidiaries, and foreign qualifications.
• Founder matters: founder stock purchases, vesting, 83(b) elections, and IP assignments.
• Governance: board and stockholder consents, minutes, bylaws, charter amendments, annual Delaware franchise tax.

Skills

Emerging-companies law

Venture financing

Delaware corporate law

Cap table management

Communication with founders

AI-assisted workflows

Education

J.D. degree

Tools

Carta

Qapita

DocuSign / e-signature

Job description

ABOUT

At Arceus, we believe the way companies get legal support is overdue for reinvention. In-house teams are expected to move faster than ever, but the tools and delivery models available to them haven't kept pace.We're building the legal infrastructure layer for modern companies, pairing experienced attorneys with intelligent technology to deliver high-quality legal work at the speed growing businesses need. Our attorneys don't just practice law: they shape the playbooks, systems, and tools that make every engagement better than the last.

THE ROLE

You'll serve as fractional corporate counsel to startups and growth-stage tech companies, handling the full corporate lifecycle from formation through financings. You'll work as an extension of each customer's founders, finance team, and in-house legal function.You'll also help us turn recurring corporate work, like board consents, option grants, and SAFE closings, into standardized playbooks and AI-assisted workflows.

IDEAL CANDIDATE

You're an emerging-companies lawyer who has guided startups from incorporation through priced rounds. You know Delaware corporate mechanics cold, keep cap tables clean, and can explain a pro rata right or liquidation preference to a first-time founder in two sentences.You move fast without letting governance details slip. You're responsive, low-ego, and focused on getting deals closed. We're especially excited to meet attorneys who trained in a top emerging-companies or venture practice and have since worked in-house or as a company's sole counsel.

WHAT YOU'LL OWN

Formation and structure:

incorporations, LLC-to-C-corp conversions, Delaware reincorporations and flips, subsidiaries, and foreign qualifications.

Founder matters:

founder stock purchases, vesting, 83(b) elections, and IP assignments.

Governance:

board and stockholder consents, minutes, bylaws and charter amendments, and annual compliance including Delaware franchise tax.

Equity:

equity incentive plans, option and RSU grants, 409A coordination, cap table hygiene, and Rule 701 and blue-sky compliance.

Financings:

company-side SAFEs, convertible notes, and priced seed and Series A rounds, including term sheets, closing checklists, and investor rights agreements.

Secondaries and transfers:

ROFR and co-sale processes, tender offers, and stock transfer requests.

Diligence and transactions:

data room prep, diligence responses, and support on smaller M&A and acqui-hires.

Cross-functional support:

coordinate with employment counsel on equity grants and with commercial counsel on corporate approvals for major contracts.

Scale the practice:

turn recurring work into templates, checklists, and quality bars, and work with product and engineering to improve our tools.

EXPERIENCE

• J.D. and active bar membership in good standing
• 5+ years of corporate practice, with significant emerging-companies and venture financing experience
• Training at a law firm with an established emerging-companies or venture practice; in-house or sole-counsel experience a strong plus
• Hands‑on, company‑side experience running SAFE, convertible note, and priced equity financings
• Strong command of Delaware corporate law and startup equity mechanics
• Familiarity with cap table platforms (e.g., Carta, Qapita) and e‑signature closing workflows
• A customer‑first mindset: responsive, low‑ego, and focused on getting deals closed
• Experience with, or real excitement about, AI‑assisted legal workflows
• Strong grounding in professional responsibility and legal ethics
• Excellent written and verbal communication, especially with founders and finance teams

ENGAGEMENT & COMPENSATION

• Hourly rate of $100–$250, based on experience
• At least 10 hours per week of availability for client matters; volume varies with demand and isn't guaranteed
• Part‑time independent contractor engagement
• Same‑business‑day responses to client messages during your stated working hours, with extra flexibility around financing closings
• Opportunity to expand hours as the corporate practice grows

Arceus is an equal opportunity employer. We welcome applicants of all backgrounds and do not discriminate on the basis of any protected characteristic.