Senior Counsel

Position OverviewWe are hiring a highly skilled and detail-oriented Senior Counsel to provide strategic and comprehensive legal counsel for FUJIFILM Holdings America Corporation and its software and information technology services businesses. Reporting to the Division General Counsel, Electronics, M&A & Assistant Secretary, the Senior Counsel, will be responsible for handling corporate and transactional matters for FUJIFILM Holding and its subsidiaries, and all legal affairs relating to the software and information technology services businesses. Key responsibilities include handling legal lifecycle of deals, ensuring compliance with multinational filing and disclosure mandates, and advising on mergers, acquisitions, divestitures, corporate reorganizations, equity investments, corporate governance, dissolutions, joint ventures, strategic partnerships, and a broad range of other general corporate matters.This role requires deep expertise in corporate law, state corporate secretarial filings, extensive and exceptional transactional experience, and strong analytical, drafting, research, and negotiation skills. The right candidate is excited to join a growing company with a diverse portfolio of software, IT services, and manufacturing businesses. This attorney will work both independently and collaboratively and serve as a reliable and excellent legal advisor and valued business partner for FUJIFILM Holdings and its subsidiaries. Please submit a cover letter and resume detailing your interest and relevant deal expertise. Applicants under serious consideration will be asked to submit a list of three supervisor references.Company OverviewAt FUJIFILM Holdings America Corporation, we’re redefining innovation across the industries we touch—from healthcare and photography to semiconductors and data storage. With roots in photosensitive materials and a legacy of groundbreaking technology, we now lead 23 diverse affiliate businesses across the Americas.We’re looking for mission-driven talents eager to join us to help create, market, and support a vast portfolio of products. At Fujifilm you’ll have the opportunity to explore and grow your skills in new, exciting ways. Whether you’re shaping tomorrow’s tech or redefining today’s processes, we’ll provide a flexible work environment and dynamic culture where innovation thrives.Our Americas HQ is nestled in Valhalla, New York, a charming town known for its excellent schools, beautiful parks, and easy access to the vibrancy of New York City.Fujifilm is globally headquartered in Tokyo with over 70,000 employees across four key business segments of healthcare, electronics, business innovation, and imaging. We are guided and united by our Group Purpose of “giving our world more smiles.” Visit: https://www.fujifilm.com/us/en/about/region/careersJob DescriptionResponsibilitiesDraft, negotiate, and handle a variety of strategic and complex corporate transaction documents, contracts, and legal memos, and develop standard form agreements, templates, playbooks, and checklists, including but not limited to:confidentiality and non-disclosure agreements, letter of intent, letter of interest, memorandums of understanding, exclusivity agreements, due diligent request lists, process letters, non-binding offers, issue lists, stock purchase agreements, disclosure schedules, transition services agreements, intellectual property assignment agreements, technology transfer agreements, asset purchase agreements, bill of sale, assignment and assumption agreements, manufacturing supply agreements, merger agreements, transition services agreements, term sheets, shareholder agreements, voting agreements, intra-company service agreements, joint venture agreements, join development agreements, IP license agreements, RSU/Option plan assumptions, executive employment contracts, credit agreements, commitment letters, loan agreements, promissory notes, closing checklists, subscription agreements, investors’ rights agreements, equity agreements, financing agreements and security documents, secondment agreements and employment/retention agreements related to transactions.Draft shareholder and board resolutions, meeting minutes, consents, officer’s certificate, secretary’s certificate, stock powers, LLC operating agreements, partnership agreements, plan of merger, certificate of merger, and bylaws amendments for U.S. legal entities, ensuring compliance with applicable corporate governance requirements.Handle and advise on all aspects of M&A transactions including deal evaluation, multiple jurisdictional due diligence investigations and reporting, structuring, negotiation, documentation, and closing. Provide guidance on regulatory compliance including antitrust/competition laws, Committee on Foreign Investment in the United States (CFIUS) and Hart-Scott-Rodino (HSR) filings, securities laws, and industry-specific regulations. Areas of expertise include entity formation, general corporate matters, mergers, acqu