Senior Counsel

FUJIFILM Americas; United States; On-site; USD 180,000 - 320,000; Full time

Job summary

FUJIFILM Holdings America Corporation is seeking a Senior Counsel to provide strategic and comprehensive legal advice across its ink and chemicals businesses. The role focuses on corporate and transactional matters, governance, and complex deals across multiple jurisdictions.

The ideal candidate will have extensive experience in M&A, corporate governance, and cross-border transactions, with a strong drafting and negotiation skill set.

Qualifications

• 12+ years of relevant experience in corporate law, M&A and governance
• Experience with complex domestic and cross-border transactions
• Strong knowledge of Delaware General Corporation Law and Canadian statutes
• Excellent written and verbal communication, negotiation, and analysis skills

Responsibilities

• Draft, negotiate, and manage strategic corporate transaction documents, contracts, and memos
• Prepare shareholder and board resolutions, minutes, consents, and governance documents for U.S. entities
• Advise on M&A lifecycle, regulatory filings (CFIUS/HSR), securities laws, and related compliance
• Oversee or support annual/periodic corporate reporting and recordkeeping across entities
• Draft and manage broad strategic commercial agreements (JV, licensing, master services, real estate)
• Coordinate with tax, finance, and HR on deal structure and integration planning
• Provide day-to-day legal advice on domestic and cross-border transactions and governance matters

Skills

M&A experience

Corporate governance

Contract negotiation

Regulatory compliance

Cross-border transactions

Executive communication

Legal drafting

Job description

We are hiring a highly skilled and detail-oriented Senior Counsel to provide strategic and comprehensive legal counsel for FUJIFILM Holdings America Corporation and its ink and chemicals businesses. Reporting to the Division General Counsel, Electronics, M&A & Assistant Secretary, the Senior Counsel will be responsible for handling corporate and transactional matters for FUJIFILM Holdings America Corporation and its subsidiaries, as well as all legal affairs relating to the ink and chemicals businesses. Key responsibilities include handling the legal lifecycle of deals, ensuring compliance with multinational filing and disclosure mandates, and advising on mergers, acquisitions, divestitures, corporate reorganizations, equity investments, corporate governance, dissolutions, joint ventures, strategic partnerships, and a broad range of other general corporate matters.
Th is role requires deep expertise in corporate law, state corporate secretarial filings, extensive and exceptional transactional experience, and strong analytical, drafting, research, and negotiation skills. The right candidate is excited to join a growing company with a diverse portfolio of electronics and materials manufacturing businesses. This attorney will work both independently and collaboratively and serve as a reliable and excellent legal advisor and valued business partner for FUJIFILM Holdings America Corporation and its subsidiaries.
Our ideal candidate should reside on the East Coast.

Company Overview

At FUJIFILM Holdings America Corporation, we’re redefining innovation across the industries we touch—from healthcare and photography to semiconductors and data storage. With roots in photosensitive materials and a legacy of groundbreaking technology, we now lead 23 diverse affiliate businesses across the Americas.
We’re looking for mission-driven talents eager to join us to help create, market, and support a vast portfolio of products. At Fujifilm you’ll have the opportunity to explore and grow your skills in new, exciting ways. Whether you’re shaping tomorrow’s tech or redefining today’s processes, we’ll provide a flexible work environment and dynamic culture where innovation thrives.
Our Americas HQ is nestled in Valhalla, New York, a charming town known for its excellent schools, beautiful parks, and easy access to the vibrancy of New York City.
Fujifilm is globally headquartered in Tokyo with over 70,000 employees across four key business segments of healthcare, electronics, business innovation, and imaging. We are guided and united by our Group Purpose of “giving our world more smiles.” Visit: https://www.fujifilm.com/us/en/about/region/careers
Job Description

Responsibilities

• Draft , negotiate , and handle a variety of strategic and complex corporate transaction documents , contracts, and legal memos, and develop standard - form agreements , templates, playbooks, and checklists , including but not limited to: confidentiality and non-disclosure agreement s , letters of intent, letters of interest, memoranda of understanding , exclusivity agreement s , due diligence request list s , process letter s , non-binding offer s , issue list s , stock purchase agreement s , disclosure schedules, transition services agreement s , intellectual property assignment agreement s , technology transfer agreement s , asset purchase agreement s , bills of sale, assignment and assumption agreement s , manufacturing supply agreement s , merger agreement s , term sheet s , shareholder agreement s , voting agreement s , intra-company service agreement s , joint venture agreement s , joint development agreement s , IP license agreements, RSU/ option plan assumptions, executive employment contracts , credit agreements, commitment letters, loan agreement s , promissory note s , closing checklist s , subscription agreement s , investors’ rights agreement s , equity agreement s , financing agreements and security documents, secondment agreements , and employment / retention agreements related to transactions.
• Draft shareholder and board resolutions, meeting minutes, consents, officers’ certificates, secretaries’ certificates , stock power s , LLC operating agreement s , partnership agreement s , plans of merger, certificates of merger, and bylaw amendments for U.S. legal entities, ensuring compliance with applicable corporate governance requirements.
• Handle and advise on all aspects of M&A transactions including deal evaluation, multiple jurisdictional due diligence investigations and reporting, structuring, negotiation, documentation, and closing. Provide guidance on regulatory compliance including antitrust/competition laws, Committee on Foreign Investment in the United States (CFIUS) and Hart-Scott-Rodino (HSR) filings, securities laws, and industry-specific regulations. Areas of expertise include entity formation, general corporate matters, mergers, acquisitions, divestitures, equity investments, dissolutions, bankruptcy, spin-offs, carve-out transactions, stranded cost analysis, strategic equity partnerships, private equity and venture capital transactions, cross-border and international transactions involving multiple jurisdictions, and real estate transactions ancillary to M&A deals. Structure and advise on earn-out and escrow mechanisms, and other strategic corporate transactions and reorganizations.
• Oversee or handle the preparation and timely filing of all required annual and periodic corporate reports with Secretaries of State across all 50 U.S. states where the company is qualified to do business. Ensure compliance with Canadian regulations, including the filing of Annual Returns under the Canada Business Corporations Act (CBCA). Prepare and maintain accurate and complete corporate records for domestic and international legal entities in compliance with applicable corporate governance requirements.
• Oversee or handle new mandated filings, including Individuals with Significant Control (ISC) registers in Canada and Corporate Transparency Act (CTA) reports in the U.S. Draft and manage board resolutions, meeting minutes, and written consents for both parent and subsidiary boards to maintain corporate governance compliance. Develop and implement best practices and templates for transaction documentation and due diligence processes.
• Provide day-to-day legal advice and support for various domestic and cross-border corporate transactions, contracts, compliance, and operational matters impacting FUJIFILM’s ink and chemicals subsidiaries.
• Draft, review, negotiate, and manage a broad spectrum of strategic commercial agreements for ink and chemicals manufacturing businesses, including but not limited to: partnership and joint venture agreements, joint development agreements, IP or technology licensing agreements, master services agreements, facilities and logistics services agreements, real estate leases and contracts, non-disclosure agreements, purchase orders, and consultant agreements. Ensure these contracts align with internal policies and applicable laws.
• Develop, refine, and implement best practices, process improvements, templates, and checklists for transaction documentation, due diligence, and corporate governance to drive efficiency, reduce risk, and standardize workflows.
• Coordinate with tax, finance, and HR on deal structure, working capital, equity/ compensation, and employment transitions, and supervise specialized outside counsel to ensure cohesive deal execution. Support antitrust, trade, and environmental compliance; pre-litigation matters; dispute resolution; government inquiries and investigations; and settlement matters, and handle other specialized matters with the assistance of external counsel resources.
• Provide actionable and sound legal advice, prepare reports, and make recommendations to management on a variety of corporate, transactional, and governance issues efficiently.
• Continuously monitor legislative, regulatory, and judicial developments globally affecting corporate governance, M&A, securities, antitrust, trade, and related legal areas to proactively advise the business on potential impacts and compliance obligations.
• Design and deliver training programs for FUJIFILM Holdings America Corporation and its affiliates on key legal topics, including corporate governance best practices, M&A processes, entity management, representations and warranties insurance, contract management, antitrust compliance, and specialized regulations related to ink and chemicals manufacturing sectors.
• Perform other duties as assigned.

Required Skills/Education

• Minimum of 12 years of relevant experience in corporate law firms and/or in-house legal departments, with a focus on M&A and corporate governance, preferably with a multinational company.
• Proven track record of handling complex domestic and cross-border transactions, commercial contracts, general corporate matters, mergers and acquisitions, divestitures, joint ventures, equity investments, dissolutions, reorganizations, capitalization matters, integration planning and post-closing implementation, escrow/holdback/ earnout mechanics, transition services, and restrictive covenants, and commercial contract negotiations.
• Deep knowledge of Delaware General Corporation Law and provincial and federal Canadian statutes.
• Legal experience or demonstrable knowledge of, or interest in, the ink and chemicals manufacturing industries, including environmental and trade compliance, is preferred.
• Experience with M&A insurance processes (RWI and claim handling).
• Excellent verbal, written, and presentation skills, including business communications, legal presentations, training materials, and reports, with the ability to analyze, resolve, and clearly explain legal issues.
• Demonstrated ability to work independently and collaboratively and to complete multiple concurrent projects accurately and on time.
• Ability to collaborate with multicultural teams and companies operating across different time zones; some travel may be requested.
• Strong planning and prioritizing, organization, communication, multitasking, problem-solving, and interpersonal skills.
• Adept at collaborating across business divisions, functions, and geographies, with the ability to engage and communicate