Senior Legal Counsel

Location
: Philippines (Manila preferred; hybrid)

Reports to
: CEO & COO (dual reporting line)

Function
: Commercial, Corporate & M&A

About PopAI

PopAI is a GenAI-first products and solutions company. Born in the Philippines, headquartered in Hong Kong, and supported by a global team of 50+ people, we build AI solutions that make companies' operations radically more efficient and partner with leading technology companies to deliver additional value.

Our management team blends seasoned Western operators and Philippine leaders who have scaled high-growth, entrepreneurial businesses. We move fast, keep standards high, and expect real ownership from our core team.

The Opportunity

We're hiring a hands-on Senior Legal Counsel to work across commercial contracts, corporate/M&A execution, and vendor/customer negotiations. You'll be the internal "first call" on documents and diligence, partnering with external counsel where needed, and building the templates/playbooks that let us acquire and integrate multiple BPOs at pace.

What You'll Do

Corporate/M&A (vendor & buy-side)Corporate/M&A (vendor & buy-side)

• Draft, review, and negotiate NDAs, term sheets/LOIs, SPAs (with counsel), disclosure letters, and ancillaries.
• Lead commercial due diligence: coordinate data requests, review key contracts, prepare red-flag reports and exec summaries.
• Stand up/manage data rooms; run Q&A, track issues to closure with finance/ops/tech.
• Prepare board/shareholder materials (resolutions, minutes), cap-table updates, corporate housekeeping.

Commercial Contracts & Product/Service Enablement

• Draft/negotiate MSAs/Service Agreements (with SLAs), SOWs, licensing & technology agreements, DPAs, vendor/subcontractor agreements, partnerships/MOUs.
• Own contract templates & negotiation playbooks; drive consistency across the portfolio.
• Support pricing/packaging and risk allocation (liability, indemnities, service credits) aligned to our operating model.

Employment & Consultancy

• Prepare/localize employment contracts, consultancy agreements, IP assignment/NDA packs, and policy updates; advise on redeploy vs. release during integrations (with HR).
• Spot/escalate employment-law risks; coordinate with HR on remediation and comms.

Regulatory, Compliance & Governance

• Advise on Philippine onshore & economic-zone regimes (e.g., PEZA, BOI, Clark/CEZA) and operational compliance; liaise with regulators as needed.
• Track core compliance (data privacy, marketing consents, basic consumer/telecom where applicable) and brief leadership on risk.
• Helpful (not required): familiarity with UAE free-zone frameworks (ADGM/DIFC) for holdco considerations.

External Counsel & Cross-Functional Leadership

• Scope/instruct external counsel efficiently; manage budgets/milestones.
• Partner daily with CEO, COO, CFO, Head of Integration, CTO/CPO on deal execution, integrations, and commercial enablement.

What You'll Bring

• LLB/JD; Philippine Bar; trained at a Tier-1 Philippine law firm (top-tier corporate/M&A practice).
• 5–8+ years PQE across corporate/M&A and commercial contracting.
• Demonstrated capability to draft from scratch: NDAs, LOIs/term sheets, MSAs/SOWs with
• SLAs, licensing/technology agreements, employment/consultancy agreements, DPAs.
• Strong commercial DD experience and the ability to produce clear red-flag reports for executives.
• Working knowledge of Philippine employment law, Data Privacy Act, and economic-zone rules; litigation awareness.
• Fluent in English and Tagalog (Filipino), written and spoken; confident with counterparties, banks, and regulators.
• High ownership, bias to action, and comfort in entrepreneurial, fast-paced environments.

Nice to Have

• Experience in BPO/IT-BPM, shared services, or technology transactions.
• Exposure to fundraising and/or private credit or acquisition financing.
• Familiarity with cross-border structures and free-zone regimes (e.g., ADGM/DIFC).

How We Work

Pace & pragmatism: crisp drafting, practical risk calls, clear closing paths.

Builder mindset: set up templates, clause libraries, and playbooks that facilitate scale.

Collaborative culture: work with seasoned European and Philippine executives; learn from each in equal measure.