Be on Alert – Fraudulent Employment Offers. Learn More

Fairfax, Virginia, United States of America
JOB #R1901401

Corporate Counsel - Transactions

Corporate Counsel - Transactions

Job Description:

The Corporate Counsel - Transactions provides legal advice on ICF’s transactional and legal challenges as a multinational consulting services company operating in a wide-range of geographic markets and for a diverse set of clients. We are seeking a practical attorney with experience and interest in partnering with ICF business leaders and ICF contracts professionals to solve transactional disputes, review complex client contracts, review key non-standard clauses or high-risk modifications, to offer general transactional legal advice to ICF contracts professionals, and to advise on contracts review process .

The Corporate Counsel - Transactions will provide legal and contracts support throughout ICF and will report directly to the Associate General Counsel, Chief Ethics and Compliance Officer within ICF’s Office of General Counsel (“OGC”). This is a fast-paced but rewarding position, and you will work with a fantastic legal team in ICF’s Office of General Counsel. 

This position is based at the company’s Fairfax, VA headquarters.

Major Duties and Responsibilities:

The Corporate Counsel will interact directly with ICF business leaders and ICF contracts professionals to support transactional matters with government clients (international, federal, state, and local), commercial clients, and non-profit or inter-governmental clients of ICF. The selected attorney will effectively collaborate with ICF contracts and procurement professionals, ICF business leaders, other in-house attorneys, internal audit, human resources, and various stakeholders within the company, as well as externally with clients and outside counsel. The candidate will have excellent judgment, integrity, and the ability to build strong relationships of trust. 

The ideal candidate will have demonstrated experience reviewing and advising on both commercial contract terms and conditions, as well as the Federal Acquisitions Regulation (“FAR”). The selected attorney will also serve as a legal advisor and point of contact to a particular business unit.

Responsibilities include but are not limited to:


  • Partnering effectively with ICF contracts and procurement professionals to support their front line, day-to-day contract review with ICF business leaders.
  • Serving as a legal advisor and first legal point of contact on a wide variety of operational legal matters, including coordinating with outside counsel and other in-house ICF attorneys to offer legal advice to ICF business leadership.
  • Reviewing, drafting, negotiating documents and advising ICF contracts and business leaders on a wide-range of business agreements, prime agreements, including non-disclosure, employment-related agreements, teaming and subcontract documents, lease agreements, and client contracts with both commercial and government clients.
  • Providing general legal support related to contracting with the Federal Government and on FAR-related matters, including the FAR requirements, resolving disputes with government clients, Procurement Integrity Act (PIA), protests and interventions, Organizational Conflict of Interest (OCI), personal conflict of interest, mandatory and voluntary disclosures, cost accounting and pricing principles, novations, and the hiring of former government employees.
  • Supporting other ICF corporate functional organizations regarding operational matters of law around employment, regulatory matters, corporate governance, finance, intellectual property, tax, facilities, and similar. 
  • Assisting in representing the company in legal and contract disputes, writing demand letters, or managing litigation that may arise.
  • Supporting other transactional matters, including M&A due diligence and integration activities, and assisting in establishing legal entities outside the U.S.
  • Staying current on assigned regulatory and legal issues affecting the company.
  • Accurately and meticulously documenting in writing evidence of all legal, compliance, and contract reviews and activities.  


  • Working with leadership to develop legal policies and procedures that ensure both efficient and compliant business operations.
  • Providing targeted live training on key legal, regulatory, and compliance topics as part of ICF’s broader corporate risk and compliance programs.
  • Supporting the overall execution of the ICF Ethics and Compliance program, particularly in relation to the U.S. Government and FAR compliance.

Basic Qualifications:

  • JD from accredited U.S. law school, an active membership in at least one U.S. state bar, and current qualification or ability to immediately qualify to practice in Virginia, including through the Corporate Counsel designation.
  • 2-4 years of professional legal experience, with a mixture of law firm and/or in-house experience preferred.
  • Demonstrated experience in reviewing and advising on both government and commercial transactions strongly desired.
  • Knowledge and experience with advising on FAR requirements.
  • Knowledge and experience in providing legal advice directly to clients.

Professional Skills/Abilities:

  • Intellectual agility, curiosity, and confidence to learn quickly on the job and learn to manage legal issues outside your current experience and skill set.
  • Demonstrated ability to implement sound solutions and effectively and professionally resolve complex business and legal issues.
  • Flexibility of style and willingness to engage and balance a wide variety of task as a member of multi-disciplinary team.
  • Ability to work independently and effectively manage priorities, sound judgment, and demonstrated initiative to improve the delivery of services to clients.
  • Some proficiency in Spanish a plus.

ICF offers an excellent benefits package, an award-winning talent development program, and fosters a highly skilled, energized and empowered workforce. 

ICF is an equal opportunity employer that values diversity at all levels. (EOE – Minorities/Females/ Protected Veterans Status/Disability Status/Sexual Orientation/Gender Identity)

Pay Transparency Statement: For more information, please click here:

About ICF

ICF (NASDAQ:ICFI) is a global consulting and technology services provider with more than 5,000 professionals focused on making big things possible for our clients. We are business analysts, policy specialists, technologists, researchers, digital strategists, social scientists and creatives. Since 1969, government and commercial clients have worked with ICF to overcome their toughest challenges on issues that matter profoundly to their success. Come engage with us at


Working at ICF

Working at ICF means applying a passion for meaningful work with intellectual rigor to help solve the leading issues of our day. Smart, compassionate, innovative, committed, ICF employees tackle unprecedented challenges to benefit people, businesses, and governments around the globe. We believe in collaboration, mutual respect, open communication, and opportunity for growth. If you’re seeking to make a difference in the world, visit to find your next career. ICF—together for tomorrow.

ICF is an equal opportunity employer that values diversity at all levels. (EOE – Minorities/Females/ Protected Veterans Status/Disability Status/Sexual Orientation/Gender Identity)

Reasonable Accommodations are available for disabled veterans and applicants with disabilities in all phases of the application and employment process. To request an accommodation please email icfcareercenter@icf.comand we will be happy to assist. All information you provide will be kept confidential and will be used only to the extent required to provide needed reasonable accommodations. Read more about non-discrimination:  EEO is the law and  Pay Transparency Statement.

Fairfax, VA (VA01)

Legal Attorney

Who is ICF?

A consulting services company of over 5,000 experts across 67 countries, but not your typical consultants

More jobs you might like

Feb 21, 2019
Fairfax, Virginia, United States of America
See All Jobs