Corporate Counsel

ABOUT RAMP Ramp is building the smart infrastructure for finance teams, embedded in the transaction flow of every dollar a business spends. We automate how over $100B in annualized spend flows in and out of 50,000+ companies: authorizing payments, flagging risk, categorizing spend, and closing books. The problems are high-stakes, data-dense, and unforgiving. We hire people with high agency and high urgency. We look for slope over intercept. We care less about where you trained and more about what you’ve built. At Ramp, everyone is a builder who owns problems end to end and makes consequential decisions that shape the outcome. The median Ramp customer saves 5% and grows revenue 16% in their first year – far in excess of businesses operating without Ramp. We believe every ambitious company deserves the same. If you want to build systems that directly shape how companies move and manage billions, Ramp is the place to do it. ABOUT THE ROLE We're looking for a Corporate Counsel to join our Legal team and build out a new function at the intersection of corporate governance, strategic transactions, and capital markets. This person will serve as a trusted advisor to Ramp's executive team and Board of Directors on the full spectrum of corporate legal matters—from M&A and fundraising to cap table management and entity governance. This is a high-impact role for an attorney who thrives on complexity and wants to be at the center of how a high-growth fintech company makes its most consequential decisions. You'll work across every part of the business and have direct exposure to Ramp's leadership, investors, and board. WHAT YOU'LL DO - Board & Corporate Governance: Serve as the primary legal advisor on corporate governance matters, including preparation for Board of Directors and committee meetings, corporate policies, committee charters, and governance best practices - M&A & Strategic Transactions: Lead or support mergers, acquisitions, investments, divestitures, and strategic partnerships end-to-end—from due diligence through negotiation, documentation, and closing - Capital Markets & Fundraising: Advise on equity and debt financings, including venture rounds, credit facilities, warehouse lines, and other capital markets transactions. Manage relationships with outside counsel on complex deal execution - Cap Table & Equity Structure: Own the legal aspects of cap table management, equity incentive plans, stock option and RSU programs, 409A valuations, and secondary transactions - Executive Compensation: Counsel on executive compensation structures, employment agreements for senior hires, and equity award design in partnership with People and Finance teams - Entity Management & International: Oversee subsidiary governance, entity formation, qualification, and corporate administration across domestic and international jurisdictions as Ramp continues to expand globally - Insurance Programs: Manage corporate insurance programs, including D&O, E&O, cyber liability, and other key policies, working closely with brokers and Finance - Investor Relations Support: Partner with Finance and executive leadership on investor communications, information rights, and investor-related legal matters - Cross-Functional Partnership: Work closely with teams across Finance, Accounting, Tax, Treasury, People, and Product to provide practical, business-minded legal counsel on corporate matters WHAT YOU NEED - J.D. from a top-tier law school and membership in good standing with at least one U.S. state bar - 8–12 years of corporate legal experience, with significant time at a leading law firm and meaningful in-house experience (preferably at a high-growth technology or financial services company) - Deep expertise in M&A, venture capital and private equity transactions, corporate governance, and securities law - Hands-on experience with cap table management, equity compensation programs, and complex capital structures - Experience advising boards of directors and working with C-suite executives on governance and strategic matters - Strong drafting and negotiation skills across a range of corporate transaction documents - The ability to operate independently with excellent judgment in a fast-paced, high-growth environment - A bias toward action—you move quickly, prioritize ruthlessly, and don't wait for permission to solve problems NICE TO HAVE - Experience at a fintech, payments, or financial services company - Familiarity with SEC reporting, S-1 preparation, and public company readiness—a plus as Ramp continues to scale - Experience managing corporate insurance programs (D&O, E&O, cyber) - International corporate governance experience, including subsidiary management across multiple jurisdictions - Experience with debt facilities, warehouse lending, or structured finance BENEFITS AVAILABLE TO ALL FULL-TIME RAMP EMPLOYEES (GLOBAL) • Flexible PTO • Unlimited AI token usage • Centralized home-office equipment ordering • Health and wellness stipend • Budget for intra-office travel • Weekly coffee stipend UNITED STATES • 100% medical, dental & vision insurance coverage for you, with partial coverage for dependents • One Medical annual membership • 401(k), including employer match on contributions made while employed by Ramp • Fertility HRA (up to $10,000 per year) • Parental leave: up to 16 weeks (80 days) at 100% pay • Pet insurance • In-office perks: lunch, snacks, drinks, and more • Relocation support to NYC or SF (as needed) CANADA • Group medical, dental, and vision coverage through Sun Life • Life, AD&D, and disability coverage • Fertility drug coverage (up to $4,000 lifetime) • Group Retirement Plan with employer match (RRSP + DPSP) • Parental leave: up to 16 weeks (80 days) at 100% pay, with additional time available at reduced pay • Employee Assistance Program and virtual care through Lumino Health UNITED KINGDOM • Private medical insurance through Freedom Elite • Virtual GP and at-home care via eMed x Livi • Workplace pension through Penfold, with salary sacrifice option • Parental leave: up to 16 weeks (80 days) at 100% pay, with additional time available at reduced pay REFERRAL INSTRUCTIONS If you are being referred for the role, please contact that person to apply on your behalf. OTHER NOTICES Pursuant to the San Francisco Fair Chance Ordinance, we will consider for employment qualified applicants with arrest and conviction records. Beware of recruiting scams: Ramp will only contact you through official @Ramp.com http://Ramp.com email addresses and will never ask for payment or sensitive personal information during the hiring process. Ramp Applicant Privacy Notice https://ramp.com/legal/applicant-privacy-notice