At Cleary Gottlieb, all members of our community deserve respect as individuals and appreciation for the contributions they make to our community. We champion diversity, equity, and inclusion, and creating equal opportunities to develop and succeed.Cleary Gottlieb Steen & Hamilton LLP seeks an Associate (mid level) in New York, NY to aid partners and senior associates in formulating legal strategy based on research of the law and analysis of facts affecting client matters in these sophisticated areas of law. They will prepare legal memoranda and opinion letters, as well as draft and review sophisticated corporate and financial documents relating to securities law and financing transactions. Moreover, they will be responsible for supporting discussions for which legal expertise is required, with a view to developing objective and legal parameters within which to conduct transactions. Apply knowledge of the law to the analysis of the legal ramifications of transactions and the required structuring of affairs to assume the most favorable terms of successful implementation for our client. Advise and represent private equity sponsors, portfolio companies, corporations, banks and direct lenders in connection with U.S. and international corporate and financial transactions, including acquisition financings, leveraged buyouts, secured, unsecured, mezzanine and subordinated debt facilities, private placements and Chapter 11 exit financings. Draft, negotiate and review principal and ancillary loan documents including term sheets, debt commitment papers, credit agreements, asset based loan agreements, note purchase agreements, intercreditor agreements, security agreements, amendments and other legal documents in connection with various financing proceedings including sponsor and strategic acquisition financings, corporate financings, bond issuances, private placements and Chapter 11 exit financings. Assess the Uniform Commercial Code and coordinate perfection steps required to pledge different types of collateral for secured financings and release various kinds of collateral during payoff processes and provide guidance with local counsel to give foreign credit support in the form of guarantees and foreign security. Provide deal management and co-ordination of domestic and cross-border financing transactions including managing closings with numerous parties that can include multiple sponsors, portfolio companies, outgoing and incoming lenders’ and their respective counsels, the client’s advisors, including other law firms, accountants and consultants. Formulate legal strategy and transaction structure based on the research of relevant financing considerations, jurisprudence, precedents, statutory requirements and U.S. and international tax laws and apply research to the analysis of facts affecting client matters. Provide technical credit agreement analysis and on-going guidance to the clients on various loan agreement covenants relating to the client’s ability to make various investments, dispositions and acquisitions, incur incremental indebtedness and enter into restrictive agreements.REQUIREMENTS: JD, LLM or foreign equivalent and two years of experience as an Associate or related occupation. Must include 2 years of experience in each of the following: Advising and representing private equity sponsors, portfolio companies, corporations, banks and direct lenders in connection with U.S. and international corporate and financial transactions, including acquisition financings, leveraged buyouts, secured, unsecured, mezzanine and subordinated debt facilities, private placements and Chapter 11 exit financings; Drafting, negotiating and reviewing principal and ancillary loan documents including term sheets, debt commitment papers, credit agreements, asset based loan agreements, note purchase agreements, intercreditor agreements, security agreements, amendments and other legal documents in connection with various financing proceedings including sponsor and strategic acquisition financings, corporate financings, bond issuances, private placements and Chapter 11 exit financings; Assessing theUniform Commercial Code and coordinating perfection steps required to pledge different types of collateral for secured financings and release various kinds of collateral during payoff processes and provide guidance with local counsel to give foreign credit support in the form of guarantees and foreign security; Providing deal management and co-ordination of both domestic and cross-border financing transactions including managing closings with numerous parties that can include multiple sponsors, portfolio companies, outgoing and incoming lenders’ and their respective counsels, the client’s advisors, including other law firms, accountants and consultants; Formulating legal strategy and transaction structure based on the research of relevant financing considerations, jurisprudence, precedents, statutory requirements and U.S. and international tax laws and applying research to the analysis of facts affecting client matters; and Providing technical credit agreement analysis and on-going guidance to the clients on various loan agreement covenants relating to the client’s ability to make various investments, dispositions and acquisitions, incur incremental indebtedness and enter into restrictive agreements. In the alternative, the employer will accept an LLM degree or equivalent in a stated field and 2 years of experience.The base salary for Associate positions is $225,000 to $435,000/ year, depending upon class year. Must be admitted to practice law in the State of NY. Qualified applicants please submit resumes by accessing the following link: https://legalrecruit.cgsh.com/CGSelfApply/viRecruitSelfApply/ReDefault.aspx?FilterREID=40&FilterJobCategoryID=1&FilterJobID=186. Please indicate job code AP23JB. EOE/M/F/D/V.

　　Minimum Salary: 225000Maximum Salary: 435000Salary Unit: Yearly