Corporate Counsel

About Xanadu: Xanadu’s mission is to build quantum computers that are useful and available to people everywhere.

At Xanadu, we are learners, innovators, researchers, collaborators and problem solvers.

We are creating something that has never been built before.

What we are doing is extremely hard.

Few people in their life will be able to be a part of something like this, where if we are successful, the technologies we develop will solve some of the world’s most challenging problems, and literally change the world.

And that is something to be excited about!

Your role and responsibilities: Reporting directly to the CLO & Corporate Secretary, this role plays a key part in overseeing our corporate governance, securities law compliance, board administration, and subsidiary entity management as a dual-listed entity on the TSX and NASDAQ.

• Securities & Capital Markets Compliance: Assist in the preparation, review, and filing of continuous disclosure documents under cross-border frameworks (AIF / Form 20-F/10-K, Management Information Circulars / Proxy Statements, MD&A, quarterly reports, press releases). Monitor compliance with TSX and NASDAQ rules, draft and file insider reports (SEDAR+, SEDI, EDGAR), oversee insider trading policies/blackouts, and support capital markets transactions (offerings, shelf prospectuses, NCIBs, debt financings).

• Corporate Governance & Board Administration: Organize and prepare materials for Board of Directors and Committee meetings (Audit, Compensation, Governance). Draft resolutions, agendas, minutes, and corporate records. Lead the planning and execution of the Annual General Meeting (AGM) of shareholders. Track corporate governance trends, proxy advisory firm guidelines (ISS, Glass Lewis), and ESG disclosure practices.

• Subsidiary Governance & Entity Management: Oversee entity management and statutory compliance for global subsidiaries. Draft corporate reorganizations, subsidiary formations, dissolutions, director/officer appointments, and annual filings. Manage intercompany resolutions, dividends, capital injections, and corporate maintenance approvals alongside Finance, Tax, and Treasury teams while keeping legal entity databases up to date.

• Regulatory, Policy & Compliance Management: Maintain and update corporate policies (Code of Conduct, Disclosure, Whistleblower, Anti-Bribery & Corruption). Assist with risk management frameworks, legal compliance programs, and internal governance audits. Manage relationships with external legal counsel, transfer agents, and regulatory authorities.

Basic qualifications and experience:

• Juris Doctor (J.D.) or Bachelor of Laws (LL.B.) from an accredited law school.

• Active member in good standing with a Law Society in Canada (e.g., LSO, LSBC) or a U.S. State Bar.

• 3–7 years of post-call experience in corporate law, securities, and corporate governance.

• Deep expertise in EITHER Canadian securities laws (NI 51-102, NI 52-109, TSX rules) OR U.S. public company regulations (SEC rules, Exchange Act, NASDAQ rules).

• Practical experience with regulatory electronic filing platforms (SEDAR+, SEDI, or EDGAR).

• Exceptional written/verbal communication, high attention to detail, discretion, diplomacy, and strong organizational skills.