General Counsel, Head of Legal

Devoted Studios is a production management company for external development in the video games industry. With a mission to create equal opportunity for all talent globally to work on the games of their dreams, Devoted Studios aims to decentralize game development. We partner with 1400+ programmers, artists, and designers, from freelancers to small studios, all over the world, and not only match them to project opportunities but manage the production from A-Z.

We are seeking a Head of Legal for our medium-sized, global corporation, which is poised for rapid international growth in the coming years. The successful candidate will oversee a broad range of operational and strategic legal responsibilities, with an emphasis on international expansion, legal research, and the robust design of internal legal processes. 

Key priorities include reducing financial and operational risks arising from customer contract management, payment terms, and customer risk assessments; strengthening cross-functional integration of legal workflows with finance, sales, and production to ensure that any changes to significant contract terms are promptly and accurately reflected in amended agreements; proactively identifying and resolving legal risks; and working closely with the CFO to design an effective global legal structure and tax strategy that safeguards assets, maximizes company net worth, positions the organization for an IPO or strategic acquisition within three to five years, and minimizes the effective tax rate.

Responsibilities:

Customer Contracts Management (30%)

• Lead legal reviews of customer contracts and personally negotiate the most complex provisions — indemnities, limitation-of-liability, IP ownership, data-protection, export-control, and governing-law clauses. Coordinate any resulting changes with Business Development, Production, and Finance to safeguard the company’s interests and mitigate risk. This responsibility will be shared with external counsel on a 30 % / 70 % basis.
• Act as lead company negotiator with customers in resolving disputes and negotiating out-of-court settlements, protecting commercial relationships while minimising litigation risk.
  

Global Structuring, Tax Compliance & Risk Management (20%-30%)

• Co-develop with the CFO a global tax strategy and target legal structure. Advise on the design of the corporate legal structure, including creating subsidiaries and sub-holdings, their legal forms, countries and states of incorporation. Maintain relevant documentation describing the tax strategy and target legal structure. Conduct research and advise on global tax strategy matters to create a scalable and tax efficient legal structure. 
• Co-develop and maintain a comprehensive legal and tax compliance calendar to manage all regulatory deadlines and requirements effectively across jurisdictions. Monitor country-by-country compliance with all statutory legal, financial and tax reporting and tax filing deadlines. Assist internal accounting and tax department in dealing with external auditors and service providers. This also includes annual compliance and reporting in areas such as CFC in the USA (subpart F regime, GILTI regime, foreign tax credits, etc.) and setting up respective processes and systems.
• Conduct quarterly internal legal audits to identify and assess potential legal risks associated with the company’s operations and contractual engagements in all material areas of the business. Co-develop with the CFO strategies and policies to mitigate identified risks, including implementing risk management protocols and training staff on compliance matters.
• Ensure adherence to international data protection regulations such as GDPR. Create policies and procedures to safeguard both corporate data.
• Conduct ad-hoc legal research as warranted by business needs and as directed by the CFO.

Legal Technology & CLM (20%-30%)

1. Select and implement an AI-enabled CLM platform; own legal tech roadmap and budget. Design legal processes and workflows.
2. Design and implement customer scoring and risk assessment procedures, including credit risk assessment, to define acceptable payment and credit terms. Review and approve the scoring on a customer-by-customer basis.
3. Review and regularly update standard templates of customer agreements, vendor and contractor agreements,  intra-group service agreements, cost sharing agreements, loan agreements, and respective SOWs, invoices, and certificates of acceptance. Implement a matrix of obligatory, acceptable and unacceptable terms and provisions.
4. Implement (and conduct regular reviews of) a customer agreement review and approval process; vendor agreement review and approval process; operating supplier agreement review and approval process. Update the design of JIRA workflows and an approval matrix.
5. Review and redesign the system (process) of contracts execution throughout their lifecycle, from initial review/drafting through approval, compliance, renewal, and termination. Update the design of JIRA workflow and an approval matrix.
6. Design a simplified contract form for tests and low-value sales orders to speed up contract signing with small customers.

M&A & Corporate Finance Law Advisory (10%)

• Structure strategic transactions with the CFO – recommend optimal deal types (asset vs. stock purchase, reverse merger, earn-out, joint venture) to balance valuation, tax efficiency, liability allocation and regulatory approval timelines.
• Own the legal work-stream for buy-side and sell-side deals – lead data-room diligence, red-flag reporting and integration risk assessment; distill findings into SPA adjustments.
• Draft and negotiate core transaction documents – term sheets, purchase & merger agreements, shareholder agreements, disclosure schedules, transition-service agreements and post-closing covenants; coordinate signing/closing check-lists with external counsel and bankers.
• Advise on corporate-finance instruments – review and negotiate equity raises (SAFE, convertible notes, preferred rounds), debt facilities and warrant issuances; ensure securities-law compliance across the US (Reg D/144A), EU and Canada (NI 45-106).
• Act as lead company negotiator with counterpart counsels.

Legal Operations & PM (10%)

• Find and contract new service providers for legal services, as required by business needs.
• Register new legal entities. Prepare all incorporation documents. The preliminary scope is: the USA, Canada, and the EU.
• Open bank accounts. Open investing accounts at financial institutions. Issue credit cards.
• Manage capitalization tables and equity contribution documentation.
• Conduct a legal review (audit) on a monthly basis that all the documentation (agreements, invoices, exhibits, certificates of acceptance, both intra-group and external) are in place, organized and properly signed. 
• Process inbound and outbound KYC/AML/financial regulations requests from banks and other financial institutions
• Prepare intra-company agreements and financing agreements, as requested

Corporate & Tax Laws Monitoring (5%)

• Monitor all legislative and taxation changes in the USA, Canada, and the EU having an impact on Devoted Group
• Keep the CFO and the CLO updated with the legislative and taxation changes and advise on respective actions