Corporate Counsel – Governance & Entity Management

GEP Worldwide; Clark (NJ); Hybrid; USD 160,000 - 180,000; Full time

Benefits offered by this job

Medical, dental, and vision coverage

401(k) with 3% company match

Paid time off

Company holidays

Professional development opportunities

Job summary

GEP Worldwide is seeking an experienced Corporate Counsel to drive global entity formation, governance, and transaction support in a fast-moving, international business. The role reports to the General Counsel and collaborates with Finance, Tax, HR, Operations, and external counsel.

The ideal candidate brings hands-on governance experience, the ability to manage multiple priorities, and strong communication skills in a high-growth environment.

Qualifications

• J.D. from an ABA-accredited law school.
• Active bar membership in New Jersey or eligibility for in-house registration in New Jersey.
• Experience in corporate governance, entity formation, and transaction documents.

Responsibilities

• Lead global entity formation, dissolution, restructuring, maintenance, and governance workflows.
• Coordinate corporate governance documents and records across jurisdictions.
• Draft, review, and negotiate corporate and transaction documents including NDAs and purchase agreements.
• Manage external counsel and advisers to ensure timely legal support.

Skills

Project management

Communication skills

Analytical thinking

Education

J.D. from ABA-accredited law school

Job description

GEP is a global technology and consulting company that helps leading enterprises transform their procurement and supply chain operations. Our teams work across software, consulting, and managed services to help clients improve efficiency, visibility, resilience, and business performance.

As GEP continues to grow globally, our Legal function is also evolving. We are looking for an experienced Corporate Counsel who can bring structure, ownership, and practical legal guidance to a fast-moving, international business environment.

Position Overview

This is a corporate-focused role with primary responsibility for entity management, corporate governance, corporate records, transaction support, and legal process improvement across GEP’s global business.

This is an opportunity to join GEP at an important stage of growth and help shape the next phase of the Legal function. The role offers direct exposure to the General Counsel and senior leadership, broad ownership of corporate governance and entity management work, and the ability to build structure in a global legal environment that is continuing to mature.

This role will report directly to the General Counsel and partner closely with Finance, Tax, HR, Operations, senior leadership, external counsel, registered agents, and other business stakeholders.

The ideal candidate will bring strong corporate governance judgment, hands‑on experience with entity formation and maintenance, and the ability to manage multiple priorities in a growing, high‑ownership legal environment.

This is a hybrid role with 3 days on‑site in GEP’s Clark, NJ Headquarters.

Key Responsibilities

Corporate Governance, Entity Management & Transactions

• Lead global entity formation, dissolution, restructuring, maintenance, and governance workflows across domestic and international jurisdictions.
• Manage corporate governance documentation, including operating agreements, bylaws, written consents, resolutions, board/member approvals, officer and director changes, statutory filings, and related corporate records.
• Coordinate with Finance, Tax, HR, registered agents, local counsel, directors, officers, and external providers to ensure entities remain organized, compliant, and properly maintained.
• Advise internal stakeholders on corporate governance requirements, approval processes, entity structure, recordkeeping practices, and practical risk‑based decision‑making.
• Support M&A, entity restructuring, strategic transactions, and corporate initiatives, including due diligence, document review, closing coordination, and post‑closing integration.
• Draft, review, and negotiate corporate and transaction‑related documents, including NDAs, LOIs, purchase agreements, asset purchase agreements, disclosure schedules, closing documents, operating agreements, and ancillary agreements.
• Manage external counsel and advisers to ensure timely, efficient, and business‑aligned legal support.

Legal Operations & Cross‑Functional Support

• Build and improve Legal team processes, templates, workflows, trackers, and governance tools to support a growing global business.
• Mentor and guide legal support team members involved in entity management, corporate records, governance documentation, and related legal operations work.
• Support employment‑related matters as needed, including exposure to employment agreements, offer letters, separations, settlement agreements, restrictive covenants, and employment issues connected to corporate transactions.

Employment & Legal Operations Suppor t

• Support employment law matters as part of a broader in‑house legal role, including employment agreements, offer letters, separations, settlement agreements, restrictive covenants, employee lifecycle matters, and employment issues connected to corporate transactions.
• Partner with HR and leadership on employment‑related questions, claims, pre‑litigation disputes, and management of external employment counsel as needed.
• Mentor legal support team members and contribute to legal process improvement, template development, workflow maturity, and technology adoption within the Legal function.

Requirements

• J.D. from an ABA‑accredited law school.
• Active bar membership in New Jersey or another U.S. jurisdiction, or eligibility for in‑house counsel registration in New Jersey.
• 7+ years of post‑bar legal experience in corporate, governance, transactional, M&A, securities, private equity, business, commercial, or in‑house legal work.
• Strong hands‑on experience with corporate governance, entity formation, entity maintenance, operating agreements, bylaws, board/member approvals, corporate records, M&A support, due diligence, or transaction documents.
• Experience working directly with senior stakeholders, internal business teams, outside counsel, registered agents, local counsel, and other third‑party providers.
• Ability to provide practical, business‑oriented legal guidance in a fast‑paced, high‑growth environment.
• Strong project management skills and ability to manage multiple concurrent matters independently.
• Excellent written and verbal communication skills, sound judgment, and strong attention to detail.

Preferred Qualifications

• Prior in‑house legal experience, particularly in a global, technology, SaaS, consulting, professional services, procurement, supply chain, private equity‑backed, or high‑growth business environment.
• Experience managing multi‑jurisdictional entity portfolios or supporting global subsidiary governance.
• Experience with M&A, corporate restructuring, legal due diligence, transaction management, and post‑closing integration.
• Experience building or improving legal processes, governance workflows, templates, trackers, or corporate recordkeeping systems.
• Experience managing or mentoring paralegals, legal operations staff, or other legal support team members.
• Exposure to employment law matters, including employment agreements, separations, restrictive covenants, settlement agreements, HR advisory work, or employment issues arising in transactions.

Salary Range: $160,000 – $180,000 annually, based on experience and qualifications.

Additional Compensation: Eligible for a performance‑based bonus tied to individual and company performance.

Benefits: Comprehensive medical, dental, and vision coverage, 401(k) with a 3% company match, paid time off, company holidays, and professional development opportunities.