Corporate Counsel

About the Role

The ideal candidate will have a deep understanding of corporate law, including M&A, governance, and capital markets, as well as experience working with high-growth companies. They will be a strategic thinker, able to provide practical and business-minded legal advice that supports Ramp's growth and success. The role will also involve working closely with cross-functional teams, including Finance, Accounting, and Product, to provide legal guidance and support on a range of matters.

Ramp is committed to building a diverse and inclusive team, and the successful candidate will be expected to contribute to this effort. The company offers a dynamic and supportive work environment, with opportunities for professional growth and development.

What You Will Do

• 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
• Lead or support mergers, acquisitions, investments, divestitures, and strategic partnerships end-to-end—from due diligence through negotiation, documentation, and closing
• 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
• Own the legal aspects of cap table management, equity incentive plans, stock option and RSU programs, 409A valuations, and secondary transactions
• Counsel on executive compensation structures, employment agreements for senior hires, and equity award design in partnership with People and Finance teams
• Oversee subsidiary governance, entity formation, qualification, and corporate administration across domestic and international jurisdictions
• Manage corporate insurance programs, including D&O, E&O, cyber liability, and other key policies
• Partner with Finance and executive leadership on investor communications, information rights, and investor-related legal matters
• Work closely with teams across Finance, Accounting, Tax, Treasury, People, and Product to provide practical, business-minded legal counsel on corporate matters

What We Are Looking For

• 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
• 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 high-growth companies
• Strong analytical and problem-solving skills, with the ability to think critically and creatively
• Excellent communication and interpersonal skills, with the ability to work effectively with cross-functional teams
• Strong business acumen, with the ability to understand and navigate complex business issues

Nice to Have

• Experience working with fintech companies or other high-growth industries
• Familiarity with international corporate law and governance
• Experience with corporate insurance programs and risk management
• Knowledge of data privacy and security laws and regulations
• Certification in a relevant area of law, such as corporate governance or securities law

Benefits and Perks

• Competitive salary and equity package
• Opportunity to work with a high-growth, innovative company
• Collaborative and dynamic work environment
• Professional growth and development opportunities
• Flexible work arrangements, including remote work options
• Comprehensive health and wellness benefits
• Generous paid time off and holiday package
• Access to cutting-edge technology and tools
• Recognition and reward programs for outstanding performance

• To stand out as a candidate, be prepared to provide specific examples of your experience and expertise in corporate law, including M&A and governance.
• Make sure to highlight your ability to work effectively in a fast-paced, high-growth environment, and to provide practical and business-minded legal advice.
• When preparing for the interview, research Ramp's business and industry, and be prepared to discuss your understanding of the company's legal needs and challenges.
• Consider creating a portfolio or samples of your work, such as deal documents or governance policies, to demonstrate your skills and experience.
• Don't be afraid to ask questions during the interview, such as about the company culture, team dynamics, or opportunities for growth and development.
• Be prepared to discuss your salary expectations and negotiate based on your research and industry standards.
• Pay attention to red flags, such as unclear or unrealistic expectations, and be prepared to ask questions about the company's approach to diversity, equity, and inclusion.