Description:
About the role:We're looking for a Corporate Counsel to join our Legal team and build out a new function at the intersection of corporate governance, strategic transactions, and capital markets. This person will serve as a trusted advisor to Ramp's executive team and Board of Directors on the full spectrum of corporate legal matters—from M&A and fundraising to cap table management and entity governance.
This is a high-impact role for an attorney who thrives on complexity and wants to be at the center of how a high-growth fintech company makes its most consequential decisions. You'll work across every part of the business and have direct exposure to Ramp's leadership, investors, and board.
What You'll Do:
- Board & Corporate Governance: Serve as the primary legal advisor on corporate governance matters, including preparation for Board of Directors and committee meetings, corporate policies, committee charters, and governance best practices
- M&A & Strategic Transactions: Lead or support mergers, acquisitions, investments, divestitures, and strategic partnerships end-to-end—from due diligence through negotiation, documentation, and closing
- Capital Markets & Fundraising: Advise on equity and debt financings, including venture rounds, credit facilities, warehouse lines, and other capital markets transactions. Manage relationships with outside counsel on complex deal execution
- Cap Table & Equity Structure: Own the legal aspects of cap table management, equity incentive plans, stock option and RSU programs, 409A valuations, and secondary transactions
- Executive Compensation: Counsel on executive compensation structures, employment agreements for senior hires, and equity award design in partnership with People and Finance teams
- Entity Management & International: Oversee subsidiary governance, entity formation, qualification, and corporate administration across domestic and international jurisdictions as Ramp continues to expand globally
- Insurance Programs: Manage corporate insurance programs, including D&O, E&O, cyber liability, and other key policies, working closely with brokers and Finance
- Investor Relations Support: Partner with Finance and executive leadership on investor communications, information rights, and investor-related legal matters
- Cross-Functional Partnership: Work closely with teams across Finance, Accounting, Tax, Treasury, People, and Product to provide practical, business-minded legal counsel on corporate matters
What You Need:
- J.D. from a top-tier law school and membership in good standing with at least one U.S. state bar
- 8–12 years of corporate legal experience, with significant time at a leading law firm and meaningful in-house experience (preferably at a high-growth technology or financial services company)
- Deep expertise in M&A, venture capital and private equity transactions, corporate governance, and securities law
- Hands-on experience with cap table management, equity compensation programs, and complex capital structures
- Experience advising boards of directors and working with C-suite executives on governance and strategic matters
- Strong drafting and negotiation skills across a range of corporate transaction documents
- The ability to operate independently with excellent judgment in a fast-paced, high-growth environment
- A bias toward action—you move quickly, prioritize ruthlessly, and don't wait for permission to solve problems
Nice to Have:
- Experience at a fintech, payments, or financial services company
- Familiarity with SEC reporting, S-1 preparation, and public company readiness—a plus as Ramp continues to scale
- Experience managing corporate insurance programs (D&O, E&O, cyber)
- International corporate governance experience, including subsidiary management across multiple jurisdictions
- Experience with debt facilities, warehouse lending, or structured finance
