Corporate Counsel

Job summary

This role oversees corporate governance, securities law compliance, and board administration for a dual-listed entity. The incumbent will also manage global subsidiary governance and maintain internal regulatory policies and risk management frameworks.

Job details

About Xanadu: Xanadu’s mission is to build quantum computers that are useful and available to people everywhere. At Xanadu, we are learners, innovators, researchers, collaborators and problem solvers. We are creating something that has never been built before. What we are doing is extremely hard. Few people in their life will be able to be a part of something like this, where if we are successful, the technologies we develop will solve some of the world’s most challenging problems, and literally change the world. And that is something to be excited about! Your role and responsibilities: Reporting directly to the CLO & Corporate Secretary, this role plays a key part in overseeing our corporate governance, securities law compliance, board administration, and subsidiary entity management as a dual-listed entity on the TSX and NASDAQ. * Securities & Capital Markets Compliance: Assist in the preparation, review, and filing of continuous disclosure documents under cross-border frameworks (AIF / Form 20-F/10-K, Management Information Circulars / Proxy Statements, MD&A, quarterly reports, press releases). Monitor compliance with TSX and NASDAQ rules, draft and file insider reports (SEDAR+, SEDI, EDGAR), oversee insider trading policies/blackouts, and support capital markets transactions (offerings, shelf prospectuses, NCIBs, debt financings). * Corporate Governance & Board Administration: Organize and prepare materials for Board of Directors and Committee meetings (Audit, Compensation, Governance). Draft resolutions, agendas, minutes, and corporate records. Lead the planning and execution of the Annual General Meeting (AGM) of shareholders. Track corporate governance trends, proxy advisory firm guidelines (ISS, Glass Lewis), and ESG disclosure practices. * Subsidiary Governance & Entity Management: Oversee entity management and statutory compliance for global subsidiaries. Draft corporate reorganizations, subsidiary formations, dissolutions, director/officer appointments, and annual filings. Manage intercompany resolutions, dividends, capital injections, and corporate maintenance approvals alongside Finance, Tax, and Treasury teams while keeping legal entity databases up to date. * Regulatory, Policy & Compliance Management: Maintain and update corporate policies (Code of Conduct, Disclosure, Whistleblower, Anti-Bribery & Corruption). Assist with risk management frameworks, legal compliance programs, and internal governance audits. Manage relationships with external legal counsel, transfer agents, and regulatory authorities. Basic qualifications and experience: * Juris Doctor (J.D.) or Bachelor of Laws (LL.B.) from an accredited law school. * Active member in good standing with a Law Society in Canada (e.g., LSO, LSBC) or a U.S. State Bar. * 3–7 years of post-call experience in corporate law, securities, and corporate governance. * Deep expertise in EITHER Canadian securities laws (NI 51-102, NI 52-109, TSX rules) OR U.S. public company regulations (SEC rules, Exchange Act, NASDAQ rules). * Practical experience with regulatory electronic filing platforms (SEDAR+, SEDI, or EDGAR). * Exceptional written/verbal communication, high attention to detail, discretion, diplomacy, and strong organizational skills. Preferred qualifications and experience: * Experience acquired at a reputable law firm and/or in-house legal department of a publicly traded company. * Cross-border experience spanning both Canadian and U.S. public company compliance. This is for a new position. Your base salary will be determined based on your location, experience, and internal benchmarks. The base salary range is 160,000 - 190,000 CAD. You will also be eligible for equity and benefits. Our values are important. They are fundamental and lay the foundation for culture at Xanadu. Learn more about our values here [https://xanadu.ai/values]. We are an equal opportunity employer and encourage candidates of all backgrounds to apply. We are committed to building an inclusive, safe, and equitable culture and fostering an environment where our employees feel included, valued, and heard. We are committed to meeting the needs of all individuals and support a barrier-free workplace. Should you require accommodations at any point during the recruitment process please contact Recruiting at recruiting@xanadu.ai. Please be advised that we may use artificial intelligence (AI) tools to assist in the screening and assessment of applicants for this position. These tools assist our recruitment team but do not replace human judgment. Final hiring decisions are ultimately made by humans. If you would like more information about how your data is processed, please contact us.

What you’ll do

This role oversees corporate governance, securities law compliance, and board administration for a dual-listed entity. The incumbent will also manage global subsidiary governance and maintain internal regulatory policies and risk management frameworks.

Requirements

Candidates must hold a J.D. or LL.B. and be an active member of a Canadian or U.S. Law Society. The position requires 3–7 years of post-call experience in corporate law, securities, and public company compliance.

Benefits

• Equity
• Health benefits

Listed skills

• Compliance · Preferred
• Risk Management · Preferred
• Communication · Preferred

Other relevant skills

Identified from the job description. Confirm important requirements above.

• Corporate governance
• Securities law
• Compliance
• Board administration
• Capital markets
• Regulatory filing
• Risk management
• Legal research
• Contract drafting
• Entity management
• Disclosure documents
• Insider trading policies
• ESG disclosure
• Corporate law
• Communication
• Organizational skills
• Environmental Social And Corporate Governance (ESG)
• Compliance Management
• Relationship Management
• Organizational Skills
• Diplomacy
• State Bar Membership
• Planning
• Anti-Bribery And Corruption
• Research
• Auditing
• Management
• Capital Markets
• Corporate Laws
• Regulatory Compliance
• Corporate Governance
• Finance
• Equities
• Financial Regulations
• Governance
• Intravenous Therapy
• Risk Management
• Press Releases
• Proxy Statement
• Verbal Communication Skills
• Securities (Finance)
• Filing
• Detail Oriented

Job areas

• Legal
• Management & Leadership
• Technology
• Corporate Counsel
• Corporate Lawyer
• Lawyers