Job Opportunity

Senior Transaction Counsel 

Office of the Chief Counsel for Semiconductor Incentives

U.S. Department of Commerce

Summary

The U.S. Department of Commerce (DOC), Office of the General Counsel is seeking one or more 

full-time Senior Transaction Counsels for the Office of the Chief Counsel for Semiconductor 

Incentives. The Office of the Chief Counsel for Semiconductor Incentives provides advice and 

assistance to the CHIPS Program Office (CPO) within DOC. The Senior Transaction Counsel 

will serve as a lead attorney for the negotiation, documentation and monitoring of financial 

transactions involving major U.S. semiconductor investments. The CPO’s mission is to catalyze 

long-term growth in the domestic semiconductor industry to support our national and economic 

security. The CPO operates the CHIPS for America Semiconductor Incentives program, which 

will finance major semiconductor manufacturing and related facilities through a combination of 

grants, loan, loan guarantees, and other transactions. The Senior Transaction Counsel will be 

responsible for providing legal advice on all aspects of these financing transactions, working 

closely with program, investment, underwriting, and risk management staff to maximize the 

benefits and minimize the risks of each deal. The Senior Transaction Counsel will be responsible 

for legal due diligence and review, drafting and/or negotiating all transaction documents leading 

to closing, supervising outside counsel, and monitoring existing transactions and restructuring or 

collecting on defaulted loans.

The Senior Transaction Counsel is a senior (GS-14 or GS-15), full-time position. The position 

will report to the Chief Counsel for Semiconductor Incentives. This position is located in the 

DOC’s headquarters in Washington, D.C. The duties of this position are suitable for some 

telework with supervisor approval. Full-time remote work may be available subject to DOC 

approval.

Description

The Senior Transaction Counsel is a core member of the team providing legal advice to the CPO 

on all semiconductor manufacturing financing transactional matters. CPO financings may take 

the form of grants, loans, loan guarantees, other transactions, or a mixture thereof. These 

transactions will include complex project finance and corporate finance transactions.

Counterparties may range from multinational corporations to small- and medium- sized 

enterprises. Transactions will often involve very large dollar values and complex negotiation 

and documentation. The Senior Transaction Counsel will be responsible for:

• working with other members of CPO staff to evaluate proposed transactions and other 

matters of programmatic significance, including sources of legal and commercial risk, and 

advising members of CPO staff, management, and senior leadership on such matters;
• conducting (or supervising) due diligence in connection with the origination of complex 

debt financings;

• origination stage drafting and negotiation (or supervising the drafting and negotiation) of 

all finance and security documents (including, without limitation; grant agreements, credit 

agreements, common terms agreements, intercreditor agreements; and liens, collateral 

security agreements, share and asset pledges, and other security arrangements);

• portfolio management of closed transactions, including disbursements, waivers and 

amendments, restructurings, enforcement of rights, and/or dispute resolution;

• management of external counsel teams with respect to active transactions and portfolio 

management matters; and

• periodic assignments to special projects relating to issues of programmatic significance.

The key skills of the Senior Transaction Counsel include:

• ability to independently handle complex corporate and commercial transactions in 

corporate or project finance;

• familiarity with early state project development/sponsor side work and project documents;

• demonstrated ability to assume multiple roles and tasks to meet changing business needs 

with an ability to foresee, troubleshoot, escalate, and effectively resolve conflicting issues 

and challenges;

• demonstrated ability to assess risk in a practical and responsible manner and make wellreasoned decisions, as well as to think creatively within such decisions;

• demonstrated ability to build and maintain effective working relations with clients and 

colleagues and to work effectively in teams;

• ability to work in a fast-paced environment with quick turnaround expectations;

• professional integrity and sound judgement in handling confidential information;

• excellent communication skills and the capacity to present both written and oral ideas 

clearly, concisely, and persuasively at senior levels; and

• superior legal research and writing skills.

Required Documents:

A complete application consists of the following:

• Cover letter. Address demonstrated interests and qualifications as they relate to 

the position.

• Resume showing relevant experience. A resume should list educational and work 

experience, including dates (mm/dd/yyyy) and hours per week, if less than 40. For

work in the Federal Service, please include the pay plan and grade level for the 

position(s).

• Copy of law school transcript. (Unofficial copy is sufficient, but official copy 

must be submitted before appointment).
• Certificate of bar membership and proof of good standing. Prior to receiving an 

offer, an applicant will be asked to provide a certificate of bar membership and proof 

of good standing.

Qualifications 

An Applicant must (1) be a graduate of an accredited law school with a J.D. or equivalent degree; 

(2) be a current member of a bar with a valid license to practice law in a state or territory of the 

United States, the District of Columbia, or the Commonwealth of Puerto Rico; and (3) meet the 

following specialized experience requirements: at least six (6) years of experience practicing law, 

including at least six (6) years of significant experience with complex corporate transactions

involving sophisticated parties. Relevant experience includes, without limitation: (1) 

representation of lenders, sponsors, or borrowers in the negotiation and documentation of project 

finance, syndicated lending, or corporate debt finance transactions; (2) representation of 

companies and investors in the negotiation and documentation of equity finance transactions; and 

(3) demonstrated relevant experience as in-house counsel, including management of external 

transaction counsel on the complex corporate transactions mentioned above.

Conditions of Employment

• This position is in the excepted service.

• U.S. Citizenship is required.

• Suitable for Federal employment, as determined by background investigation.

How To Apply 

Qualified candidates should send their cover letter, resume, and deal sheet to OCCjobs@chips.gov 

with the subject line “CHIPS Transaction Counsel – [Full Name].” All other required documents 

(e.g., copy of transcript and proof of bar membership and good standing) will be required if hired. 

Applications will be reviewed on a rolling basis.