Corporate Counsel

Location: San Jose, California, Camarillo, California, or Richmond, B.C. Canada (Hybrid)

Job Summary:

As a Corporate Counsel, you will play a key role in supporting Semtech’s global business operations by providing legal counsel on corporate governance, mergers and acquisitions (M&A), commercial contracts, securities, and compliance matters. You will collaborate with cross-functional teams, including business development, finance, quality and operations, to ensure the company navigates complex legal challenges and opportunities in the semiconductor industry. The ideal candidate will have a strong background in corporate law, M&A, securities regulations, and business transactions, preferably with experience in the technology or semiconductor sectors.

Responsibilities:

• Corporate Governance and Compliance: (10%)

  • Advise senior management on corporate governance matters, including board processes, shareholder matters, and compliance with local and international regulations.

  • Draft and review corporate governance documents, including board and committee resolutions/minutes, governance policies, and committee charters.

• Commercial Contracts and Transactions: (30%)

  • Draft, review, and negotiate a wide range of commercial contracts, including supply agreements, licensing agreements, confidentiality, technology transfer agreements, and strategic partnerships.

  • Support business teams in negotiating terms and conditions with suppliers, customers, and partners.

  • Ensure that contracts comply with applicable laws, company policies, and business objectives.

• Securities and Public Company Matters: (20%)

  • .Assist with SEC filings, including 10-K, 10-Q, 8-K, proxy statements, and other regulatory filings required for a publicly traded company.

  • Advise on securities law compliance, including insider trading policies, executive compensation, and shareholder proposals.

  • Support the preparation of earnings releases, investor relations materials, and other public disclosures.

• Mergers and Acquisitions (M&A): (20%)

  • Provide legal support for M&A transactions, including due diligence, contract drafting/negotiations, and structuring of deals.

  • Draft and review M&A agreements, joint venture, and other strategic investment agreements.

  • Coordinate with internal teams and external legal counsel to ensure smooth transaction processes and alignment with corporate strategy.

• Corporate Finance and Capital Markets: (5%)

  • Assist with corporate finance matters, including debt and equity financing, capital raising efforts, and public offerings.

  • Provide legal support for investor relations activities, including shareholder communications, proxy statements, and annual shareholder meetings.

  • Review securities offering documents and assist in preparing for public offerings or private placements.

• Risk Management and Legal Strategy: (5%)

  • Provide proactive legal advice to senior management on risk management strategies and identify legal risks in various business initiatives.

  • Work with internal teams to mitigate legal risks associated with contracts, transactions, and corporate activities.

  • Stay informed about developments in corporate law, semiconductor regulations, and global market trends to provide relevant legal guidance.

• Cross-Functional Collaboration: (10%)

  • Partner with cross-functional teams, including business development, finance, product, and operations, to ensure alignment of legal and business objectives.

  • Provide training on corporate governance, legal compliance, and other relevant topics for internal stakeholders.

  • Liaise with external law firms and service providers to support the company’s corporate legal matters.

Minimum Qualifications:

• Juris Doctor (JD) from an accredited law school.

• Active membership in good standing with the bar.

• Minimum of 5-7 years of experience in corporate law, with a focus on M&A, securities, commercial contracts, and corporate governance.

• Experience with semiconductor industry or technology sector transactions is preferred.

• Skills:

  • Strong understanding of corporate governance principles, M&A transactions, and commercial contracts.

  • Experience with SEC filings and compliance matters for publicly traded companies.

  • Ability to manage multiple projects simultaneously, often under tight deadlines.

  • Exceptional drafting, negotiation, and communication skills.

  • Ability to work both independently and collaboratively with cross-functional teams.

• Attributes:

  • Strategic thinker with the ability to provide practical, business-oriented legal advice.

  • Strong attention to detail and ability to navigate complex legal and regulatory matters.

  • Collaborative, proactive, and able to manage relationships with internal and external stakeholders.

  • Self-motivated and adaptable, with a demonstrated ability to work in a fast-paced, dynamic environment.

Desired Qualifications

• In-house corporate experience, particularly in the semiconductor, technology, or high-growth industries.

• Familiarity with international corporate law and cross-border transactions.

• Knowledge of global semiconductor industry regulations and trade compliance.

• Ability to work in multiple jurisdictions, including the U.S., Europe, and Asia.

• Advanced degree or certification in corporate law or securities regulation (e.g., LLM, CFA) is a plus.

The intent of this job description is to describe the major duties and responsibilities performed by incumbents of this job. Incumbents may be required to perform job-related tasks other than those specifically included in this description.

All duties and responsibilities are essential job functions and requirements and are subject to possible modification to reasonably accommodate individuals with disabilities.

We are proud to be an EEO employer M/F/D/V. We maintain a drug-free workplace.

A reasonable estimate of the pay range for this position is $160,000 - $230,000.  There are several factors taken into consideration in determining base salary, including but not limited to: job-related qualifications, skills, education and experience, as well as job location and the value of other elements of an employee’s total compensation package.