Senior Legal Counsel Job at Susquehanna International Group (Tokyo)

Job Description

As Senior Legal Counsel, you will lead our Japan legal build-out and support public-markets equity-linked investments across APAC. You will project-manage Japan entity formation, may act as Representative Officer (代表者) (subject to applicable requirements), and serve as the primary legal counsel for deal execution and risk management. The mandate is broad: design and implement pragmatic workflows, negotiate complex PIPE/third-party allotment and other equity-linked transactions, manage outside counsel, and advise the business on structure, execution, and risk—while building scalable legal infrastructure so the team can move faster with the right controls. This is a hands-on role within a tight-knit Tokyo office with long-term impact on HCM's success in Japan, backed by Susquehanna's permanent capital.

Job Responsibility

Deal execution (Japan focus): Lead third‑party allotments / PIPE / equity‑linked transactions across JAPAC- structure, diligence, negotiate (term sheets, subscription/placement docs, warrants/CBs), and run signing/closing mechanics and timetables
Process and information controls: Build comprehensive processes that balance speed with control and risk awareness. Design and enforce wall-crossing protocols, negotiate NDAs, approve deal confirmations. Structure transactions to preserve optionality and protect economics
Japan entity and governance: Drive entity formation and governance
establish scalable policies across regulatory, tax, employment, and compliance workstreams. Serve as the primary legal liaison to advisors and regulators
any statutory appointments will follow applicable law and internal approvals
Global collaboration and leadership: Collaborate closely with Heights Capital and Susquehanna legal teams globally to align internal policies, risk management strategies, and precedent. Maintain focus on transaction execution speed and efficiency and importance of local law, nuance, and process points on a jurisdiction-by-jurisdiction basis. Proactively communicate status and flag issues with optioned recommendations before they become critical
External counsel management: Set scope, scrutinize deliverables, drive fee discipline, and manage multiple matters concurrently across Japan/APAC
Derivatives documentation (as relevant): Negotiate ISDA and equity‑derivative master/confirmations (e.g., equity swaps/forwards, MCAs) to support hedging/structures
Disputes & Enforcement: Lead enforcement of investment rights and coordinate dispute strategy where needed
Market network: Build and leverage relationships with issuers, banks, and law firms to accelerate execution and enrich market intelligence

Requirements

Japan qualified lawyer (弁護士) with 7–12 years at a top firm and/or sophisticated inhouse platform, with public-company financing experience in Japan
Direct experience leading/advising on third-party allotments / PIPE, including drafting/negotiation in Japanese and review/negotiation in English
Hands-on equity-linked transaction experience, with practical command of disclosure/insider rules, and market practice for equity linked instruments (CBs, warrants, rights issues)
Proven ability to communicate complex concepts to nonlawyers and manage external counsel effectively under time pressure
Exposure to APAC and/or U.S. capital markets
Experience with entity setups and policy frameworks in Japan
Familiarity with probabilistic thinking (options / game theory mindset)
Pragmatic approach
Early communicator
Commercially minded
Execution focused
Thrive in a flat, multicultural, US headquartered organization with global collaboration and low ego

What we offer

Work Culture: At HCM and Susquehanna, we value strategic thinking, resourcefulness, and efficiency over excessive work hours. You will form part of a tight-knit Tokyo office within a global platform, with direct access to decision makers
Career-defining scope: As part of our small but entrepreneurial Asia team, you will have the unique opportunity to shape investment processes, standards, and strategic direction – much like in a startup environment – while leveraging the resources and stability of one of the world's largest pools of permanent capital
Scale: Impact with scale via Susquehanna's permanent capital where you can be foundational to HCM’s continued success in Japan as we expanded our reach

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Senior Legal Counsel

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