Corporate Finance Attorney

About Us

Carney Badley Spellman, PS, is a full-service law firm in Seattle with approximately 50 lawyers. For over 50 years, we have been committed to providing the highest-quality service to Pacific Northwest and nationwide clients. Our firm is part of a global network through the State Capital Law Group, which enables us to address legal issues that may arise as clients expand their businesses nationwide.

Position Overview

Carney Badley Spellman, PS seeks a Corporate and Securities Attorney focused on advising startup companies and negotiating venture capital financings. The ideal candidate will have demonstrated experience advising venture-backed technology startups and emerging growth companies in all stages of their lifecycle. Core matters involve corporate formation, financings, equity incentive plan administration, intellectual property and technology transactions, and mergers and acquisitions. Candidates must be self-motivated individuals who want to provide the highest quality service, welcome the opportunity to interact directly with clients, and want to join our cohesive and collaborative practice group.

Skills and Requirements Needed to Be Effective in This Role

• Juris Doctor (J.D.) degree from an accredited law school.
• Admission to the Washington State Bar and in good standing.
• Proficiency with NVCA model documents, Y Combinator SAFE templates, and Carta platforms.
• Knowledge of corporate and securities laws (including the ’33 and ’34 Acts and Rule 701).
• Excellent drafting, negotiation, and communication skills.
• Strong client service orientation and ability to manage multiple clients and transactions simultaneously.

Key Responsibilities

Entity Formation & Governance:

• Advise founders and startups on legal structuring, incorporations (primarily Delaware), and governance best practices.
• Draft and negotiate shareholder agreements, operating agreements, and founder stock arrangements.

Venture Capital Financings:

• Represent startups or investors in seed, Series A, and later-stage equity and convertible instrument financings (SAFEs, convertible notes).
• Prepare and negotiate term sheets, stock purchase agreements, voting agreements, investors’ rights agreements, and related financing documents.
• Manage Blue Sky compliance and Form D filings under Regulation D.

Securities Law Compliance:

• Counsel clients on securities law compliance, including exemptions under the Securities Act of 1933.
• Support periodic reporting requirements for companies undergoing equity crowdfunding (Reg CF), Reg A , or Rule 506(b)/(c) offerings.

M&A and Exit Transactions:

• Support acquisitions, secondary sales, and restructuring transactions.
• Conduct legal due diligence and draft key transaction documents.

General Counsel Services:

• Serve as outside general counsel to startup clients, advising on commercial contracts, cap table management, equity compensation (409A), and day-to-day legal matters.

Compensation

• Base salary range of $160,000–$200,000, based on year classification.
• Performance and discretionary merit bonuses may also be awarded.

Benefits

We offer a dynamic work environment and a comprehensive range of excellent benefits. Benefits include:

• Medical, dental, and vision. The firm fully subsidizes employees’ coverage premiums.
• Health Savings Account
• Life and disability insurance
• 401(k) retirement plan
• Profit-sharing program
• Parking
• Cell phone reimbursement
• Paid parental leave
• Professional development, mentorship, and advancement opportunities
• Support for bar dues, CLEs, and professional memberships
• Flexible work from home and office arrangements

Please forward your cover letter and resume to Karen Turner, Director of Human Resources, turner@carneylaw.com.

Equal Employment Opportunity

Our firm is an Equal Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, religion, national origin, sex, sexual orientation, gender identity, age, disability, military service obligations, veteran status, or any other category protected by applicable federal, state, or local law. Applicants with disabilities may contact CBS Human Resources by telephone, e-mail, mail, or other means to request and arrange for accommodations. If you need assistance with a disability, you may request accommodation at any time. Please contact Human Resources at 206-622-8020

Recruiters and agencies: We are not seeking external staffing support at this time.