? Sydney | Hybrid

About Sharon AI

Sharon AI is an Australian sovereign Neocloud and NVIDIA Cloud Partner, delivering large-scale GPU compute platforms for enterprise, research and government customers. We design, build and operate high-performance AI infrastructure, enabling organisations to train, deploy and scale AI, machine learning and HPC workloads securely on Australian soil.

As we continue to grow, we're looking for an experienced Deputy General Counsel (Corporate & Governance) to play a foundational role in establishing and leading Sharon AI's corporate legal and governance framework. Reporting to the Chief Legal Officer, you'll provide legal advice across corporate, governance and securities matters while serving as the company's principal Corporate Secretary resource. This is a unique opportunity to help build governance infrastructure from the ground up within a fast-growing, technically complex organisation, with regular engagement across US and Australian operations.

The Role

This is a permanent full-time leadership role responsible for Sharon AI's US corporate legal and governance activities, including corporate structuring, listed company compliance, entity governance and Corporate Secretary responsibilities. You'll work closely with the Chief Legal Officer, Board, executive leadership, Finance, Investor Relations, external auditors and outside counsel. You'll oversee US public company reporting and compliance, support financing and M&A; activity, manage governance processes and ensure alignment between Sharon AI's US entity and Australian subsidiary.

The role requires strong US corporate law expertise, sound commercial judgement and the ability to manage US time zone requirements from Sydney. Periodic travel to the United States will also be required.

Key Responsibilities

- Serve as Deputy General Counsel for Sharon AI's US operations, providing legal advice across corporate, governance, securities regulatory and operational matters
- Serve as Corporate Secretary, overseeing Board and committee agendas, minutes, resolutions, written consents, shareholder communications and annual meeting administration
- Oversee and coordinate US public company reporting and compliance, including SEC periodic reports, proxy statements, annual meeting governance and Section 16 reporting




- Advise on key disclosure and governance controls, including Regulation FD, Sarbanes-Oxley, NASDAQ listing standards and insider trading policies
- Establish and maintain the corporate governance framework across all states in which Sharon AI operates or is registered to do business
- Manage the company's capitalisation table, equity issuances, option grants and related securities documentation in coordination with Finance and external counsel
- Support and, where required, lead legal workstreams for financing rounds, M&A; activity, investor due diligence, deal structuring and post-close integration
- Advise the Board and executive team on corporate governance best practice, fiduciary duties and compliance obligations applicable to a NASDAQ-listed entity
- Monitor developments in US corporate, securities and technology-regulatory law and proactively advise leadership
- Manage relationships with external US counsel and professional advisors, including scope and budget oversight
- Advise on export control compliance, including ITAR/EAR requirements relating to AI/GPU technology, cross-border technology transfer and international customer and vendor relationships
- Coordinate governance and reporting alignment between the US entity and Sharon AI Pty Ltd, ensuring consistency across jurisdictions
- Maintain the D&O; insurance program, broader corporate risk management framework, document retention practices, signature authority matrices and delegations of authority
- Draft, review and negotiate corporate-level agreements

Skills & Experience

We're looking for an experienced US corporate lawyer who combines deep technical expertise with strong commercial judgement and the ability to operate credibly with Boards, executives and senior stakeholders. You'll ideally bring:

- Admission to practice law in a US jurisdiction, such as Delaware, California or New York, with a current and active licence in good standing




- 10–12 years' post-qualification experience, including substantial in-house experience in corporate governance and Corporate Secretary functions
- Strong US corporate law and governance expertise, particularly Delaware corporate law
- Demonstrated experience with Board processes, minutes, resolutions, statutory compliance calendars, annual meetings and shareholder communications
- Robust experience with securities law and listed company compliance, including SEC reporting, proxy statements, equity compensation and Sarbanes-Oxley compliance
- Demonstrated experience managing cap tables, equity administration and financing transactions
- Experience working within a venture-backed or high-growth technology company
- Strong commercial and legal risk judgement, with the ability to balance legal rigour with the pace of a scaling business
- Excellent Board and executive stakeholder management skills, with the ability to translate complex legal and governance matters into clear guidance
- Strong organisational and project management skills, with the ability to manage multiple governance, transactional and compliance workstreams
- High level of precision and procedural rigour, particularly across filings, minutes and equity records
- Experience working across US and Australian legal or governance functions highly regarded
- Familiarity with SEC reporting systems such as EDGAR, NASDAQ compliance portals, Section 16 filing platforms and equity management software

Why Join Sharon AI

- Join one of Australia's fastest-growing sovereign AI infrastructure companies
- Play a foundational role in building Sharon AI's corporate governance framework from the ground up
- Work directly with the Chief Legal Officer, Board and executive leadership on strategic corporate matters
- Gain exposure to US public company governance, securities regulation, financing and M&A;
- Work at the intersection of AI, GPU infrastructure, technology regulation and cross-border corporate governance
- Help shape the legal and governance foundations supporting Sharon AI's international growth
- Grow your career within an innovative, rapidly scaling technology business

Our Values

Integrity | Innovation | Collaboration | Wellbeing | Inclusion

📌 Deputy General Counsel (Corporate & Governance) (Sydney)
🏢 Sharon AI
📍 Sydney