Senior Corporate Counsel

Location: San Jose, Camarillo, or Irvine, California (Hybrid)

Job Summary:

As a Senior Corporate Counsel, you will serve as a key legal advisor specializing in corporate governance, commercial contracts, and mergers and acquisitions for Semtech's global business operations. You will lead complex contract negotiations and M&A transactions, provide strategic counsel on securities and compliance matters, and collaborate with cross-functional teams, including business development, finance, and operations, to ensure the company navigates sophisticated legal challenges in the semiconductor industry. The ideal candidate will have extensive experience in corporate law, complex commercial contracts, and business transactions, with proven expertise in the technology or semiconductor sectors and a track record of managing high-stakes legal matters.

Responsibilities:

Corporate Governance & Securities

• Provide counsel on corporate governance matters, including board governance, committee support, and compliance with applicable corporate laws and regulations
• Assist with SEC filings, including 10-K, 10-Q, 8-K, proxy statements, and other regulatory filings required for a publicly traded company
• Advise on securities law compliance, including insider trading policies, executive compensation, and shareholder proposals
• Support the preparation of earnings releases, investor relations materials, and other public disclosures
• Ensure compliance with U.S. securities laws, Sarbanes-Oxley Act, Dodd-Frank, and other regulations affecting public companies
• Partner with cross-functional teams to ensure alignment of legal and business objectives on governance matters
• Liaise with external law firms and service providers to support the company's corporate legal matters

Commercial Contracts and Transactions

• Lead negotiation of high-value and complex commercial contracts, including master supply agreements, licensing agreements, technology transfer agreements, sales/distribution/reseller agreements, SaaS agreements, strategic partnerships, and others
• Draft, review, and negotiate a wide range of commercial contracts, including NDAs, vendor agreements, and professional services agreements
• Provide strategic guidance to business teams on contract structures, risk allocation, and deal terms
• Enhance and maintain contract templates, playbooks, and best practices for the organization
• Ensure contracts comply with applicable laws, company policies, and strategic business objectives
• Manage relationships with key commercial partners and resolve complex contractual disputes

Mergers and Acquisitions

• Lead legal support for M&A transactions, including due diligence, contract negotiations, and deal structuring
• Draft and review merger, acquisition, joint venture, and strategic partnership agreements
• Coordinate with internal teams and external legal counsel to ensure smooth transaction processes and alignment with corporate strategy
• Support preparation of public disclosures related to material contracts

Minimum Qualifications:

• Juris Doctor (JD) from an accredited law school
• Active membership in good standing with the bar
• 7-15 years of experience in corporate law, with a focus on corporate governance, securities, commercial contracts, and M&A
• Proven track record managing complex, high-value transactions and legal matters
• Strong experience with semiconductor industry or technology sector transactions
• Exposure to U.S. securities laws, Sarbanes-Oxley Act, Dodd-Frank, and other regulations affecting public companies
• Strong understanding of corporate governance principles, M&A transactions, and commercial contracts
• Experience with SEC filings and compliance matters for publicly traded companies
• Exceptional drafting, negotiation, and communication skills
• Ability to manage multiple complex projects simultaneously under tight deadlines
• Proven ability to work independently and provide strategic legal counsel to senior management

Desired Qualifications

• Previous in-house counsel experience at publicly traded technology or semiconductor companies
• Experience with international transactions and cross-border legal matters
• Knowledge of corporate governance best practices and regulatory trends
• Strong business acumen with demonstrated ability to balance legal risk with business objectives
• Experience managing outside counsel relationships and legal budgets
• Strong project management and organizational skills
• Strategic thinker with ability to provide practical, business-oriented legal solutions
• Excellent attention to detail and ability to navigate complex regulatory environments
• Collaborative leadership style with proven ability to influence and build relationships across all organizational levels
• Self-motivated and adaptable, with demonstrated success in fast-paced, dynamic environments

The intent of this job description is to describe the major duties and responsibilities performed by incumbents of this job. Incumbents may be required to perform job-related tasks other than those specifically included in this description.

All duties and responsibilities are essential job functions and requirements and are subject to possible modification to reasonably accommodate individuals with disabilities.

We are proud to be an EEO employer M/F/D/V. We maintain a drug-free workplace.

A reasonable estimate of the pay range for this position is US: $230,000 - $250,000. There are several factors taken into consideration in determining base salary, including but not limited to: job-related qualifications, skills, education and experience, as well as job location and the value of other elements of an employee's total compensation package.

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