About this role
At Jimerson Birr, our team has accepted the lasting responsibility of protecting our clients’ rights, businesses, properties, investments, and finances. Our professionals are integral, trusted advisers and advocates in both established and emerging businesses, giving our clients insights into legal and business considerations that guide prudent decision-making. We work with some of the world’s most respected and well-established businesses, as well as start-up visionaries, and individuals looking to overcome challenges. About the Role Jimerson Birr is seeking a S enior Business Advisory & Transactional Attorney for our Corporate Transactions and Governance team . The Senior Attorney serves as day-to-day counsel to business clients on their governance, ownership, and deal work: the formation, financing, and transactional questions that shape how a business is built and run. This is transactional and governance work with real breadth, and it moves at the deal’s pace, not a court’s. In a given week you might form an entity, negotiate a shareholders’ agreement, structure an equity grant, review a term sheet, and close a small acquisition. The part that distinguishes this seat: you build things that keep working after the deal closes, a governance framework the board can actually run, a cap table that stays clean through the next round, a contract playbook that doesn’t need you in the room to hold up. You’re a generalist across the corporate lifecycle, but when a structure or a deal is genuinely interesting, you’re the one willing to go deep on it. And once you’ve built something, you rarely leave it alone; you keep circling back to make it cleaner, because "good enough" rarely stays that way in your head. At JB, "great lawyering" isn’t defined by hours worked. It is measured by execution against the plan, disciplined delivery, and visible progress, backed by systems that create clarity, consistency, and client trust. That structure exists to remove friction. The attorneys who thrive here treat it as leverage and then make it better. This is your seat if: • You’d rather build the governance structure that prevents the dispute than clean up after a shareholder fight. • You are precise by instinct: you catch the defined term that doesn’t match across five related documents, and the filing deadline nobody calendared. • You want variety without chaos: many deals and matters, clear plans, and defensible priorities you set yourself. • You solve the problem in front of you, move on, and don’t need someone else’s process to tell you what’s next. • You want to own the client relationship, not hand it up the chain. Structure and Govern the Business • Handle entity formation and initial structuring, and draft core governance documents: bylaws, operating agreements, and articles. • Advise on ownership and capital structuring: shareholder agreements, equity resets, buy-sell planning, breakups, succession planning, and cap table maintenance. • Structure executive compensation, including offer letters and equity grants and vesting. • Counsel on board architecture and operations — board structure, meetings, consents, resolutions, minutes, reporting, and formalities — plus director elections, proxies, and shareholder relations. • Advise on corporate authority matters, including delegations of authority and approval matrices. Run the Deals • Negotiate joint venture agreements, licensing, distribution, and co-marketing agreements. • Draft and negotiate commercial contracts (MSAs, SOWs, vendor and customer terms) and SaaS/subscription terms (MSAs, order forms, renewals). • Support capital raises (SAFEs, notes, seed rounds) and investor diligence, and structure debt financing and credit facilities, including secured and unsecured loans, lines of credit, and UCC filings. • Run mergers, acquisitions, and sales of business assets, including buy-side and sell-side due diligence packages. • Represent franchisors (development, agreements, compliance, franchisee relations) and franchisees (compliance, enforcement of rights, transactions). Manage Risk and Lifecycle Events • Advise on enterprise risk management; insurance, indemnity, specialized compliance, and D&O coverage. • Build contract management playbooks, compliance calendars, policies, and training, and manage corporate records and data privacy (records retention, baseline data privacy compliance, vendor terms, incident plans). • Handle crisis corporate actions — rapid consents and restructures — and business wind-down and dissolution. • Spot tax issues and coordinate with specialists, and advise on asset protection: titling, structuring, creditor protection, insurance overlay, and estate planning alignment. Own the Practice • Independently manage a full matter caseload from intake through completion, in alignment with the firm’s Proven Process and validated matter plans. • Delegate scoped work to junior attorneys and paralegals, reviewing their output and coaching them toward greater independence. • Contribute to refining matter plans, forms, and playbooks for the Corporate Transactions and Governance group. • Maintain budget discipline and hit individual revenue and utilization targets while keeping client work timely and accurate.