Deputy General Counsel (Corporate & Governance)

📍 Sydney | Hybrid
About Sharon AISharon AI is an Australian sovereign Neocloud and NVIDIA Cloud Partner, delivering large-scale GPU compute platforms for enterprise, research and government customers. We design, build and operate high-performance AI infrastructure, enabling organisations to train, deploy and scale AI, machine learning and HPC workloads securely on Australian soil.
As we continue to grow, we're looking for an experienced Deputy General Counsel (Corporate & Governance) to play a foundational role in establishing and leading Sharon AI's corporate legal and governance framework. Reporting to the Chief Legal Officer, you'll provide legal advice across corporate, governance and securities matters while serving as the company's principal Corporate Secretary resource. This is a unique opportunity to help build governance infrastructure from the ground up within a fast-growing, technically complex organisation, with regular engagement across US and Australian operations.
The RoleThis is a permanent full-time leadership role responsible for Sharon AI's US corporate legal and governance activities, including corporate structuring, listed company compliance, entity governance and Corporate Secretary responsibilities. You'll work closely with the Chief Legal Officer, Board, executive leadership, Finance, Investor Relations, external auditors and outside counsel. You'll oversee US public company reporting and compliance, support financing and M&A activity, manage governance processes and ensure alignment between Sharon AI's US entity and Australian subsidiary.
The role requires strong US corporate law expertise, sound commercial judgement and the ability to manage US time zone requirements from Sydney. Periodic travel to the United States will also be required.
Key ResponsibilitiesServe as Deputy General Counsel for Sharon AI's US operations, providing legal advice across corporate, governance, securities regulatory and operational mattersServe as Corporate Secretary, overseeing Board and committee agendas, minutes, resolutions, written consents, shareholder communications and annual meeting administrationOversee and coordinate US public company reporting and compliance, including SEC periodic reports, proxy statements, annual meeting governance and Section 16 reportingAdvise on key disclosure and governance controls, including Regulation FD, Sarbanes-Oxley, NASDAQ listing standards and insider trading policiesEstablish and maintain the corporate governance framework across all states in which Sharon AI operates or is registered to do businessManage the company's capitalisation table, equity issuances, option grants and related securities documentation in coordination with Finance and external counselSupport and, where required, lead legal workstreams for financing rounds, M&A activity, investor due diligence, deal structuring and post-close integrationAdvise the Board and executive team on corporate governance best practice, fiduciary duties and compliance obligations applicable to a NASDAQ-listed entityMonitor developments in US corporate, securities and technology-regulatory law and proactively advise leadershipManage relationships with external US counsel and professional advisors, including scope and budget oversightAdvise on export control compliance, including ITAR/EAR requirements relating to AI/GPU technology, cross-border technology transfer and international customer and vendor relationshipsCoordinate governance and reporting alignment between the US entity and Sharon AI Pty Ltd, ensuring consistency across jurisdictionsMaintain the D&O insurance program, broader corporate risk management framework, document retention practices, signature authority matrices and delegations of authorityDraft, review and negotiate corporate-level agreements
Skills & ExperienceWe're looking for an experienced US corporate lawyer who combines deep technical expertise with strong commercial judgement and the ability to operate credibly with Boards, executives and senior stakeholders. You'll ideally bring:Admission to practice law in a US jurisdiction, such as Delaware, California or New York, with a current and active licence in good standing10–12+ years' post-qualification experience, including substantial in-house experience in corporate governance and Corporate Secretary functionsStrong US corporate law and governance expertise, particularly Delaware corporate lawDemonstrated experience with Board processes, minutes, resolutions, statutory compliance calendars, annual meetings and shareholder communicationsStrong experience with securities law and listed company compliance, including SEC reporting, proxy statements, equity compensation and Sarbanes-Oxley complianceDemonstrated experience managing cap tables, equity administration and financing transactionsExperience working within a venture-backed or high-growth technology companyStrong commercial and legal risk judgement, with the ability to balance legal rigour with the pace of a scaling businessExcellent Board and executive stakeholder management skills, with the ability to translate complex legal and governance matters into clear guidanceStrong organisational and project management skills, with the ability to manage multiple governance, transactional and compliance workstreamsHigh level of precision and procedural rigour, particularly across filings, minutes and equity recordsExperience working across US and Australian legal or governance functions highly regardedFamiliarity with SEC reporting systems such as EDGAR, NASDAQ compliance portals, Section 16 filing platforms and equity management software
Why Join Sharon AIJoin one of Australia's fastest-growing sovereign AI infrastructure companiesPlay a foundational role in building Sharon AI's corporate governance framework from the ground upWork directly with the Chief Legal Officer, Board and executive leadership on strategic corporate mattersGain exposure to US public company governance, securities regulation, financing and M&AWork at the intersection of AI, GPU infrastructure, technology regulation and cross-border corporate governanceHelp shape the legal and governance foundations supporting Sharon AI's international growthGrow your career within an innovative, rapidly scaling technology business
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