Principal Counsel, Corporate

Perplexity AI is looking for a Principal Counsel, Corporate to serve as the company’s primary lawyer for corporate governance, equity, and financing matters. In this role, you’ll own the full corporate legal lifecycle, from board and stockholder governance and equity administration to financings, secondary transactions, and entity management as we scale globally. You’ll work closely with our Finance, Accounting, Tax and People teams, as well as with our executive team and investors. You’ll drive transactions from term sheet through closing, build the governance infrastructure that keeps a rapidly growing private company well-run, and stand up the templates, playbooks, and records systems that let corporate work scale without adding headcount. The ideal candidate brings deep private-company corporate and securities experience, precision with cap-table and equity mechanics, and the judgment to make principled calls independently. This is a high-impact, hands-on role for a corporate attorney who thrives in fast-paced environments, is comfortable being the first and only owner of a workstream, and is excited to help build a best-in-class legal function at one of the most consequential AI companies in the world.

Responsibilities

Lead corporate governance for Perplexity and its subsidiaries, including board and committee meeting preparation, agendas, minutes, resolutions and written consents, charters, organizational documents, corporate policies, and the corporate records that keep the company well-governed as it scales; Structure, draft, and negotiate equity and debt financings from term sheet through closing, including preferred stock financings, credit facilities, convertible instruments, and related diligence and closing deliverables; Own secondary transactions and liquidity programs, including tender offers, company repurchases, direct secondaries, transfer approvals and the related stockholder communications and consents; Partner with Finance, Accounting, Tax and People on equity compensation and cap-table administration, including option and RSU grant processes, 409A valuations, pool sizing and refreshes, fully diluted share reconciliation, and Carta hygiene; Support M&A, acquihires, strategic investments, and other corporate transactions, including structuring, diligence, definitive agreement negotiation, closing, and post-closing integration, and manage outside counsel to budget and schedule; Build and scale corporate legal infrastructure, including consent and resolution precedent libraries, grant and vesting exhibit templates, signature and approval workflows, entity management systems, and formation and foreign-qualification processes for domestic and international expansion; Support corporate readiness workstreams, including audit support, internal controls over corporate approvals, subsidiary governance, and the sequencing of policies and processes that position the company for future financing or public-company requirements; Monitor legal and market developments affecting private-company governance, equity, and securities matters, and translate them into practical guidance for the executive team and the board

Requirements

JD and in good standing with an active US state bar membership, or eligible to register as in-house counsel in California; At least 9+ years of law firm and/or in-house experience; Track record leading venture or growth equity financings, secondary transactions, and corporate governance for high-growth private technology companies; Deep familiarity with cap-table mechanics, equity compensation administration, and charter and stockholder agreement provisions, with the precision to reconcile numbers before they reach the board; Strong business acumen and ability to partner with finance, accounting, people, and executive stakeholders; An ability to communicate clearly with business and technical audiences and effectively translate legal concepts for non-lawyers; Hands-on attitude to tackle projects large and small, low-ego approach to working across the organization; Positive collaborative attitude, comfort with change and a fast pace, high level of integrity, and intellectual curiosity; Comfortable working in a fast-paced, dynamic environment