M&A Counsel

Beacon Software is a permanent capital holding company which acquires and grows essential businesses. We are a profitable series B\+ firm that combines great technologists, operators and M\&A professionals to accelerate the scale of the ambition of the dozens of businesses we own and operate. We are supported by capital from tier\-1 venture capital, crossover, and endowment investors as well as the founders of the leading technology companies from the past decade. We are growing our team in Toronto, San Francisco, and New York. Apply below. We are seeking a highly ambitious M\&A lawyer to join Beacon's legal team and serve as the day\-to\-day legal lead on mergers and acquisitions transactions end\-to\-end, from LOI through post\-closing. Reporting to Beacon's VP, Legal, you will be the hands\-on lawyer responsible for managing and executing deals – owning the legal workstreams, driving diligence, drafting and negotiating transaction documents, and ensuring deals get across the finish line. This is a high\-impact, high\-autonomy role for a lawyer who thrives in a fast\-paced environment and wants to be at the center of Beacon's acquisition strategy. You will run deals internally as the primary legal resource on each transaction, conducting due diligence in\-house, working directly with our M\&A team, managing relationships with opposing counsel, and handling post\-closing matters across our growing portfolio. We are looking for someone who is ready to do the heavy lifting on deals – someone with broad legal judgment who can spot and address general legal issues beyond the four corners of the purchase agreement, and who is prepared to leverage AI tools to drive efficiency across the entire deal lifecycle. **Responsibilities** * **End\-to\-End Internal Deal Execution** : Own and execute all legal aspects of M\&A transactions internally from LOI through closing and post\-closing. Drafting, reviewing, and negotiating purchase agreements, ancillary documents, disclosure schedules, and all related transaction documents. You will be the primary lead lawyer on each deal \- managing deal timelines, coordinating workstreams, and ensuring seamless execution across multiple simultaneous transactions without reliance on external counsel for core deal work. * **Direct Business Partnership** : Work directly with Beacon's investment and operations teams as the embedded legal partner on each deal. Provide real\-time legal guidance on deal structure, risk allocation, and negotiation strategy, in accordance with Beacon's standard playbooks, escalating to the VP, Legal or external counsel on material issues as needed. * **Internal Due Diligence** : Lead and conduct legal due diligence internally on acquisition targets across all key areas \- corporate, commercial contracts, employment, IP, litigation, regulatory, and real property. Identify key risks, flag material issues, and work with the deal team to develop appropriate risk mitigation strategies, including through representations, warranties, indemnities, and escrow arrangements. Synthesize findings into clear, actionable diligence summaries for the investment team. * **AI\-Powered M\&A/Legal** : Leverage AI tools and technology to accelerate contract review, due diligence, document drafting, and legal research. Continuously identify opportunities to build and improve AI\-assisted legal workflows that increase speed and reduce cost across the deal process. * **External Counsel Coordination** : Directly manage and direct external legal counsel on specialized matters (tax, employment, IP, regulatory) as needed. You will own the day\-to\-day relationship with outside counsel on each deal, ensuring efficient use of outside resources and alignment with Beacon's deal objectives and budget. * **Post\-Closing Matters** : Own post\-closing legal obligations across the portfolio, including assisting with coordinating legal aspects of any working capital adjustments, earnout calculations and disputes, indemnification claims, escrow releases, consent and notice requirements, and integration\-related legal matters. Track and manage all closing conditions, post\-closing covenants, and transition services agreements to ensure timely fulfillment. * **Broad\-Based Legal Review** : Apply broad legal judgment to identify and address general legal issues that arise in the course of transactions. You are expected to spot issues across disciplines, triage appropriately, and either resolve them directly or engage specialized counsel when needed. **Qualifications** * J.D. from an accredited law school and member in good standing of at least one bar (California or Ontario preferred). * 3–5 years of M\&A experience at a top\-tier law firm or in a transactionally heavy in\-house role, with direct experience drafting and negotiating purchase agreements and related deal documents. * Demonstrated ability to independently run an M\&A transaction end\-to\-end \- from LOI through closing and post\-closing \- including conducting due diligence internally, managing opposing counsel, and advising business stakeholders without requiring constant supervision. * Highly Proficient with AI tools for legal work (e.g., AI\-assisted contract review, document drafting, legal research). A genuine enthusiasm and need for integrating AI into day\-to\-day legal practice is essential. * Strong knowledge of U.S. and/or Canadian M\&A legal frameworks, including asset and share purchase structures, representations and warranties, indemnification, and regulatory considerations. Broad familiarity with adjacent legal areas \- corporate governance, employment, IP, commercial contracts, privacy \- sufficient to identify and triage general legal issues in the course of transactions and portfolio company operations. * Comfortable operating in a fast\-paced, high\-volume deal environment with multiple concurrent transactions and shifting priorities. * Excellent written and verbal communication skills, with the ability to translate complex legal concepts into clear, actionable guidance for non\-legal business partners. * Experience with vertical market software, SaaS, or technology\-focused M\&A transactions is a strong plus. What You Will Get From Beacon * Dedicated mentor. * Demonstrated interest in learning about different businesses across diverse industries. * Learn directly from entrepreneurs who have scaled businesses from seed\-to\-$10B\+ IPOs. * Operate in an environment that encourages initiative and rapid development. * Strong development of interpersonal and presentation skills. * Unique work environment which combines a high growth technology startup and a long term buy/hold private equity investment firm. **Our Values at Beacon Software** * Humility: We acknowledge that the path to getting to the right answer involves being wrong along the way. We have strong beliefs which are weakly held. We actively seek new ideas and believe we can learn from anyone at any time. * Honesty: We are truth seeking in our approach to business problems. Business is a repeat game and we believe that human relationships generate alpha. We understand that trust is earned over a lifetime and can be lost in an instant. * Hunger: We play to win. We hold ourselves to high standards and will not be outworked. We take pride in having a deep sense of responsibility to ourselves, each other, our partners, and our customers. We believe to whom much is given much is expected. * Horizon: We seek to build a generational software company. This will take decades. We manage our expectations and those of our partners to take advantage of the 8th wonder of the world \- compounding growth. ***How We Use AI in Our Hiring Process:** To ensure transparency, we want candidates to know that Beacon Software uses Artificial Intelligence and AI\-enabled tools to assist with screening, reviewing, organizing and highlighting profiles and applications that match the key requirements for each role.* ***AI does not make hiring decisions:** Every application is reviewed by a member of our team, and all decisions throughout the process are made by humans. We use AI to support efficiency and consistency, not to replace human judgment. We are committed to a fair, thoughtful, and equitable experience for every candidate.*