Senior Legal Counsel

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. 

In this role you will: 

• 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. 

What we’re looking for: 

• 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). 

How You Like to Work: 

• Approach: Pragmatic; accelerate when appropriate; brake when risk/reward deteriorates. Operate independently and escalate smartly.  

• Early communicator: Share thinking at ~80% confidence. Ask clarifying questions rather than assume. Provide context and options, rather than problems. 

• Commercially minded: Notice material deal changes, understand how legal terms affect economics, and question shifts in parameters. Naturally consider commercial impacts beyond pure legal risk. 

• Execution focused: Well organised, calm under pressure, confident yet humble, and comfortable with uncertainty. Runs a visible action plan in crunch time. 

• Culture: 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. 

About Heights Capital Management (HCM) and Susquehanna

HCM is an affiliate of Susquehanna, one of the world's largest privately held financial service firms. Susquehanna is a global quantitative trading firm founded by a group of friends who share a passion for game theory and probabilistic thinking.

We have incorporated this approach into our culture, where you will find relentless problem solvers within each of our core disciplines: Trading, Technology, and Quantitative Research. From offices around the world, our employees collaborate to make optimal decisions and are driven by the desire to achieve winning results together. 

Equal Opportunity Statement 

We encourage applications from candidates from all backgrounds, and we welcome requests for reasonable adjustments during the recruitment process to ensure that you can best demonstrate your abilities. 

If you're a recruiting agency and want to partner with us, please reach out to recruiting@sig.com. Any resume or referral submitted in the absence of a signed agreement will not be eligible for an agency fee.

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