Senior Legal Counsel (Pensions & Institutional Investors)

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Job Description

About Cleveland & Co


Cleveland & Co is a dynamic outsourced in-house legal team, delivering innovative, strategic legal solutions to clients across the investment management industry. We deliver high-calibre advice across asset owners, asset allocators, industry associations and industry service providers. Our clients trust us not only for our technical excellence, but for our commercial mindset and ability to operate as a true extension of their internal team.


Looking for a candidates who are qualified solicitors with deep experience in pension fund and institutional investment work, currently based in London or willing to relocate to London.


Join a diverse and collaborative team of investment management lawyers in supporting our clients’ global investment management businesses through an outsourced “in-house” model. The firm maintains a culture of drive, partnership and success. The legal team takes pride in thinking holistically and providing commercial solutions to clients on a live basis.


Role Summary


We are looking for an ambitious Lawyer qualified who is looking for a varied role that will offer a broad range of experience advising pension funds, insurers, endowments, sovereigns, foundations, not for profits, family offices and other institutional allocators on complex private markets transactions and investment programmes.


You will advise across a wide range of asset classes and structures, including:

  • Commitments into private equity, private credit, renewables, infrastructure and real estate funds;
  • Co-investments and direct investments into businesses across industries;
  • Joint ventures, strategic partnerships, and bespoke private capital arrangements;
  • Fund documentation, investor protections, governance rights, and structuring strategy; and
  • SPA-led investments into companies, including minority and control acquisitions and structured equity investments.


This role is ideal for someone with deep institutional investor experience who can combine technical excellence with commercial judgement.


Key Responsibilities


Client Advisory & Transaction Execution

  • Lead legal advice to institutional investors on commitments into private funds, including:
  • Private equity buyout, growth and venture funds
  • Private credit and private debt strategies
  • Infrastructure, renewables and energy transition funds
  • Real estate funds and related vehicles
  • Advise on direct investments, co-investments and secondary transactions, including structuring and execution across jurisdictions
  • Review, negotiate and advise on:
  • LPAs
  • Side letters
  • Subscription documents
  • Most-favoured nation (MFN) processes
  • Fee models, expense provisions, and liquidity mechanisms
  • Investor protections, governance rights, key person provisions and removal rights


Corporate / SPA Advisory (Direct Investments)

  • Lead legal advice on corporate transactional work relating to institutional investments into companies, including:
  • Term sheets
  • Share Purchase Agreements (SPAs) (minority and control)
  • Structured equity investments and bespoke deal terms
  • Investment agreements, shareholder arrangements and governance packages
  • Completion mechanics, conditions precedent, warranties, indemnities and limitations of liability
  • Coordinate with tax, regulatory and sector specialists (internal and external) where required to deliver a seamless execution for clients


Structuring, Governance & Risk

  • Advise on investment holding structures, corporate structuring, and deal architecture including:
  • SPVs, aggregators, nominee structures, feeder vehicles and parallel structures
  • Coordination with external advisers such as tax where needed
  • Advise on joint ventures and bespoke private market arrangements including:
  • JV agreements
  • Shareholders’ agreements
  • Governance frameworks and reserved matters
  • Provide pragmatic input on institutional policy constraints including:
  • Investment restrictions, regulatory limitations and internal approval processes
  • ESG frameworks, responsible investment policies and reporting expectations


Key Qualifications


  • Law Degree
  • Qualified lawyer in England & Wales (or common law jurisdiction) with strong UK institutional private markets experience
  • 8+ PQE
  • Prior experience in an in-house environment, partnering closely with investment teams
  • Strong track record advising pension funds and/or institutional investors (in-house or from a leading law firm)
  • Deep experience advising across private markets investments including:
  • Fund investments (LP advisory)
  • Co-invest / direct deal structuring
  • JV structures and complex governance arrangements
  • Exceptional understanding of:
  • LPAs, side letters, subscription agreements, investor negotiation points and commercial risk allocation
  • Institutional investor process, governance and decision-making frameworks
  • Strong credibility with institutional investor stakeholders, with the confidence to operate as a senior relationship owner
  • Strong commercial instincts, with the ability to advise beyond pure legal risk
  • Excellent drafting, negotiation and communication skills
  • Comfortable operating at pace with autonomy, accountability and senior stakeholder exposure


ROLE REQUIREMENTS


  • Full Time role
  • Willingness to commute to our offices in London as this is an in-office role with flexible working policy; and
  • A Mac laptop as we operate a BYO (Apple device) policy to allow for maximum agility.


LOCATION


This is a full-time, in-office role based at our London Bridge office .


Please note: Cleveland & Co is not a legal placement agency. We are a fully integrated, outsourced in-house legal team. You will be working as part of our core team, alongside colleagues, not deployed onsite at client offices. We operate as a collaborative, high-performing legal function, serving multiple clients from within our own firm.


Application Process

We’re reviewing applications on a rolling basis and encourage early submissions. If you’re a senior lawyer ready to take the next bold step in your career, we’d love to hear from you.

Cleveland & Co is an equal opportunity employer. We celebrate diversity and are committed to creating an inclusive environment for all employees.

Location:
City Of London
Job Type:
FullTime

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