General Counsel, Head of Legal (Europe, Remote)

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 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.

Location : The vacancy is  100% remote in Europe!

Language : Fluency in  Ukrainian  or  Russian , with excellent written and verbal communication in  English .

Responsibilities :

The following responsibilities are presented in order of strategic significance and anticipated level of engagement.

• Global Structuring
• 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.
• Support internal accounting 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.
• Co-manage and implement the company-wide tax strategy
• Co-manage and implement the company-wide legal structure and profit shifting based on allocation of economic functions, assets, risks
• Global Tax Compliance
• Ensure intra-group contracts and primary documentation (invoices, SOWs, certificates of acceptance,  etc.) are complete (no omissions) for audit and tax audit readiness.
• Manage the preparation of the group transfer-pricing documentation
• Manage external financial audits in USA, Canada, and Estonia
• Support the internal accounting team and Financial Controller with tax guidance and obtaining external tax consulting, where necessary, to ensure all legal entities comply with all direct and indirect tax and accounting laws and regulations in the USA, Canada, Estonia, and Ukraine, including :
• Corporate income tax laws and regulations
• Controlled Foreign Corporation laws CFC / 5472,
• Sales-tax / GST / HST,
• Specific tax accounting standards (ASC 740 / IAS 12)
• Manage external tax vendors (CPAs) world-wide and communicate with tax authorities, to ensure
• The tax returns are filed on time,
• The advance and final tax payments are made on time,
• All tax-reporting obligations have been identified in accordance with applicable State nexus laws
• Manage external payroll vendors world-wide
• Conduct legal and tax research as warranted by business needs and as directed by the CFO.
• Monitor all legislative and tax changes in the USA, Canada, and the EU having an impact on the Devoted Group. Keep the CFO updated and advise on respective actions
• Manage the preparation and submission of personal income tax return for the U.S. shareholder (UBO)
• Legal Technology & Risk Management
• 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.
• Co-design with the CFO 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.
• Manage (own) the design of legal processes and workflows in JIRA, which define how contracts are executed throughout their lifecycle, from initial review / drafting through approval, compliance, renewal, and termination. Manage the designs of JIRA workflows and approval matrices.
• Design a simplified contract form for tests and low-value sales orders to speed up contract signing with small customers.
• Upon request, review and 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.
• Legal Operations & PM
• Find and contract new service providers (vendors) for legal, tax, and audit services, and manage the execution of their contracts
• Manage registering of new legal entities. Prepare all incorporation documents. The preliminary scope is : the USA, Canada, Estonia.
• Manage opening of bank accounts. Open investing accounts at financial institutions. Issue credit cards.
• Manage capitalization tables and equity contribution documentation.
• Process inbound and outbound KYC / AML / financial regulations requests from banks and other financial institutions
• Prepare intra-company agreements and financing agreements, as requested
• M&A & Corporate Finance Law Advisory
• 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;
• Act as lead company negotiator with counterpart counsels.
• Customer Contracts Management
• Co-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.
• Act as lead company negotiator with customers in resolving disputes and negotiating out-of-court settlements, protecting commercial relationships while minimising litigation risk.

Requirements

Benefits

Why Join Us?

We offer :

This is a remote, full-time contractor position

We are an equal opportunity company and all qualified applicants will receive consideration for a contract without regard to race, colour, religion, sex, national origin, gender identity, disability, protected veteran status, or any other characteristic protected by law.