Senior Counsel, Non-Profit Corporate Governance and Investment

Natcast (short for The National Center for the Advancement of Semiconductor Technology) is a new, purpose-built, non-profit entity created to operate the National Semiconductor Technology Center (NSTC) consortium, established by the CHIPS Act of the U.S. government.

Working at Natcast represents an opportunity to help extend America’s leadership in semiconductor technology, significantly reduce the time and cost of moving from idea to commercialization, and build and sustain a semiconductor workforce development ecosystem.

These efforts to advance semiconductor technology and seed new industries built on the capabilities of a wide range of advanced chips hold the potential to benefit the country and the world for generations to come.

Senior Counsel, Non-Profit Corporate Governance and Investment 

Sunnyvale, CA 

In this role, you will serve as a key legal advisor on Natcast's 501(c)(3) non-profit corporate governance and investment activities, with particular focus on our venture fund operations and broader organizational governance matters. Reporting to the General Counsel, you will provide sophisticated legal guidance on non-profit investment structures, corporate governance, and various strategic initiatives that support Natcast's mission to advance U.S. semiconductor leadership. 

Every day, you will leverage your expertise in 501(c)(3) organizations to advise on matters related to venture investing, corporate governance, charitable giving to guide critical organizational decisions and ensure compliance with regulatory requirements. Your work will span from leading legal support for the NSTC Investment Fund to advising on a range of corporate governance and tax matters membership agreements and supporting various strategic legal initiatives. 

To thrive in this role, you must possess expertise in non-profit corporate law, particularly in areas related to venture funding and investment structures, coupled with strong business acumen and the ability to provide practical, solution-oriented legal guidance. Your experience in complex non-profit governance matters, charitable giving, and other issues impacting 501(c)(3) charities will be essential to our success. The lawyer filling this role should expect to lead key Natcast strategic transactions and initiatives, including the set up of the investment fund and major charitable gifts. 

Natcast is a trailblazing non-profit entity established under the CHIPS Act to operate the National Semiconductor Technology Center (NSTC) consortium. As a key component of the CHIPS and Science Act, Natcast is dedicated to advancing semiconductor R&D in the United States, convening government, industry, and academia to address the most challenging barriers to technological progress in the domestic semiconductor industry. 

The Senior Counsel plays a vital role in ensuring Natcast's ability to effectively deploy capital, maintain proper governance, and advance its mission while navigating complex legal and regulatory requirements. 

Responsibilities: 

• Serve as primary legal counsel for the NSTC Investment Fund, including 

  • Advising on the structuring and negotiation of venture capital investments, wiht  

  • Review and draft investment agreements, shareholder agreements, and other financing-related documents 

  • Assist in the due diligence process for transactions, ensuring alignment with clients’ missions and regulatory requirements 

  • Manage outside counsel as necessary 

• Provide expert guidance on corporate governance matters, including: 

  • advising on corporate governance structures and best practices,  

  • drafting and reviewing bylaws, board resolutions, and other governance documents, 

  • ensuring compliance with federal and state regulations applicable to nonprofit entities, 

  • providing guidance on fiduciary duties, risk management, and other compliance matters, 

  • manage legal aspects of conflict of interest matters and ethical considerations 

• Provide legal guidance on charitable giving matters 

• Advise on tax-exempt status and compliance with IRS regulations, particularly around 501(c)(3) organizations   

•  Work closely with cross-functional teams to ensure the legal soundness of Natcast activities. 

• Keep clients informed of changes in laws and regulations affecting their charitable activities. 

• Stay current on developments in nonprofit law, venture capital, impact investing, and tax-exempt giving. 

• Provide training and guidance to internal stakeholders on matters within area of responsibility 

Required Skills and Experience: 

• JD from an accredited law school with admission to practice law in at least one U.S. jurisdiction 

• 7+ years of legal experience, with significant experience on non-profit corporate governance and investment structures 

• Experience in structuring and documenting venture fund investments for non-profit organizations 

• Deep understanding of 501(c)(3) regulations and non-profit corporate governance requirements 

• Experience advising boards of directors and senior management on governance matters 

• Excellent analytical, writing, and verbal communication skills 

• Proven ability to handle multiple complex matters simultaneously 

• Strong business acumen and practical problem-solving skills 

Preferred Qualifications: 

• Experience in the semiconductor industry or other technology sectors 

• Background in public-private partnerships or government-funded programs 

• Knowledge of federal grant and contract requirements 

• Experience with membership-based organizations or consortia 

• Familiarity with technology transfer and intellectual property matters 

If you are an experienced attorney with expertise in non-profit venture funding and corporate governance, passionate about contributing to a mission of national importance, we encourage you to apply for this position. Join us in our mission to advance U.S. semiconductor leadership while ensuring sound legal structures and governance practices. 

Natcast is an equal opportunity employer. We celebrate diversity and are committed to creating an inclusive environment for all employees. We do not discriminate based on race, color, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, military status, or any protected attribute. We encourage qualified candidates from all backgrounds to apply and join us in our mission. If you require accommodation at any stage of the application process due to a disability, please let us know. 

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