Senior Legal Counsel, Africa Catalytic Impact Fund (ACIF)

ABOUT MASTERCARD FOUNDATION

Mastercard Foundation seeks a world where everyone has the opportunity to learn and prosper. Through its Young Africa Works strategy and Canadian EleV program, the Foundation works with partners to ensure that millions of young people, especially young women, access quality education, financial services, and dignified work. Mastercard Foundation was established in 2006 through the generosity of Mastercard when it became a public company. The Foundation is independent with its own Board of Directors and CEO.

THE WORK AT THE FOUNDATION

We are currently in an exciting period at the Mastercard Foundation as we intensify the implementation of the Young Africa Works strategy, aiming to empower 30 million young people throughout Africa to access dignified and fulfilling employment.

To ensure the Foundation's accessibility to our partners and program participants, we have established offices in Rwanda, Kenya, Ghana, Senegal, Ethiopia, Nigeria, and Uganda. These offices provide strong in-country support for the implementation of Young Africa Works. We collaborate with governments, the private sector, educators, and other funders to enhance the quality of education and vocational training, equip young individuals with the necessary skills for the workforce, expand access to financial services for entrepreneurs and small businesses, and facilitate connections between job seekers and meaningful employment opportunities.

Our values serve as our guiding principles, transcending and surpassing all other considerations. We wholeheartedly encourage you to bring your bold ideas, curiosity, and expertise to your work.

THE OPPORTUNITY

Over the last decades, targeted investment has become a key driver of economic development, societal change, and job creation. To accelerate the Mastercard Foundation’s mission towards Young Africa works - 30 million young Africans – particularly women – have dignified and fulfilling work - and towards an ecosystem in Africa that sustainably creates enables jobs, the Foundation has established the Africa Catalytic Investment Fund (ACIF). This exciting initiative will invest in mid to large African enterprises, with a view to building African champions who can support the Continent’s next wave of growth. ACIF will invest directly by taking significant minority stakes in established, growth-oriented businesses as well as commit to Africa-focused private equity and private credit funds operating on the Continent.

The investment objectives include to:

Create a large cohort of African champions (mid to larger size enterprises): 

• Identify and build African champions in critical sectors, which will generate access to dignified and fulfilling work and entrepreneurship opportunities for young people, especially women.
• Invest directly in growing African champions or indirectly through fund managers and financial intermediaries to scale their growth and impact, accepting disproportionate risk or concessionary return on ACIF investments.
• Provide on-demand technical assistance to these investees, with deal structuring and investment readiness, and post-investment to help their enterprises grow in an inclusive and sustainable way (e.g., on how they maximize access to jobs, particularly for disadvantaged youth and enabling intentionality in sustainable growth).

Catalyze significant projects that will spur equitable and sustainable economic activity and create access to entrepreneurship and work opportunities in key sectors: 

• Identify high potential opportunities in key sectors where ACIF’s participation would de-risk investment and draw in other major investors. This would multiply each ACIF investment by at least 5-fold, amplifying the impact of each investment.

The Foundation ensures sustainability through intentionality in ensuring that the impact of the Foundation’s investments does not compromise the human, social, economic, and environmental resources for future generations of young people; and the durability of interventions well into the future (linked to the depth of change).

If you are an experienced Legal Counsel looking to increase your impact, read on!

WAYS YOU CAN CONTRIBUTE

We are seeking a Senior Counsel to join our team and play a pivotal role in the build out of ACIF. The position offers the opportunity to shape, monitor and add value to direct investments in African champions and to support intermediated investments, including fund commitments, and co-investments. The Senior Counsel will also work with the broader ACIF team to develop creative investment products and structures to catalyze external capital in furtherance of our impact objectives. As a core team member, you will be instrumental in shaping the future of ACIF, the clients and companies, and the African youth we serve. More specific responsibilities include:

• Structuring investments and due diligence:
  • Working with the deal teams to assess investment opportunities, both direct and intermediated, from a legal perspective
  • Working with the deal teams to develop term sheets for direct and intermediated investments that align with the Foundation legal requirements and Canadian charity regulations
  • Leading and overseeing third party legal due diligence and structuring of direct investments; identifying and mitigating key legal risks associated with these investments; ensuring all relevant legal issues are captured and addressed appropriately; and working with external counsel, deal team members and counterparties to ensure efficient closure of investments
  • Leading legal due diligence and structuring of fund commitments, including assessment of fund structures; reviewing, assessing and negotiating LPAs and side letters; ensuring Foundation legal requirements are met and incorporated
  • Reviewing co-investment opportunities and in particular, assessing and amending structures to comply with Foundation requirements; working with GP partners on legal due diligence and documentation of co-investments with the support of external counsel
  • Working with deal teams on value creation plans, management incentive plans, and technical assistance plans from a legal perspective as part of investment theses for prospective investments
  • Work seamlessly with deal teams to evaluate and execute investment opportunities
• Instrument and structure development
  • Working with internal legal and fund operations colleagues on appropriate structures for ACIF investments, within the context of its unique regulatory issues
  • Working with the ACIF team to create new investment structures in furtherance of the Foundation mandate and ACIF strategy
  • Liaising with internal legal colleagues and the Mastercard Foundation Asset Management company to keep abreast of legal and regulatory matters relevant to ACIF
• Investment Monitoring and exits
  • Ensuring full compliance of ACIF’s investments with Foundation legal requirements and regulatory conditions
  • Supporting portfolio companies or fund managers on occasion as appropriate
  • Supporting deal teams in executing value creation initiatives for portfolio companies, from a legal perspective
  • Working with deal teams and portfolio companies on negotiating and executing exits of portfolio companies, including evaluating company exit readiness and developing mitigation plans; evaluating vendor legal due diligence providers; contracting advisors; evaluating non-binding offers; negotiating transaction documentation and working with advisors on completion

WHO YOU ARE

• Education & Experience
  • Over 15 years of experience in M&A and/or corporate finance legal work, either at a law firm, financial institution or in-house.
  • English law (or commonwealth equivalent) qualified.
  • Experience in ESG / SRI / impact investing a plus.
  • Experience in philanthropy and Canadian charity law will be an added advantage.
  • Experience transaction execution in Africa.
• Skills
  • Demonstrated and long-term experience evaluating, structuring, negotiating and documenting M&A or private equity/credit investments in multiple markets across Africa.
  • Experience in sectors such as agribusiness, manufacturing, FMCG, retail, healthcare and education particularly valued.
  • Experience working in or with private equity or impact investment firms.
  • Understanding of impact investment fundamentals, key drivers of major African markets, and how to structure investments appropriately in African markets.
  • Strong influencing skills and an ability to negotiate and engage with a multitude of stakeholders and personalities.
  • Excellent networks across legal and financial institutions across African markets.
  • Research skills and an aptitude to keep current on industry trends and developments.
  • Flexible, adaptable, and able to manage changing priorities in a fast-paced environment; Comfort with ambiguity and uncertainty.
  • Strong leadership, organizational and analytical skills, drafting and negotiation skills.
  • Strong interpersonal and listening skills and is open and receptive to feedback.
  • Proven excellence in verbal, written, and presentation skills with the ability to articulate information to various constituents across cultures and distill complex. information and data into accessible conversation and written pieces.

• Values
  • Professional maturity, sensitivity with different cultures, and impeccable integrity that exemplify the Foundation’s values.
  • Team player; philosophy of collaboration and championing impact goals to colleagues, funds and portfolio companies.
  • A partnership approach to working with management teams, co-workers, co-investors and other counterparties.
  • Demonstrate a commitment to Mastercard Foundation’s values and vision.

Deadline for Applications is March 21, 2025.

Mastercard Foundation (the “Foundation”) values and respects your privacy. By submitting an application for this opportunity, you hereby agree to the Foundation’s collection, use and disclosure of your personal information in accordance with its Privacy Policy (available at https://mastercardfdn.org/privacy/). Please note that the Foundation may share your personal information with third-party agencies that support the Foundation’s recruitment activities, and such third-party agencies may contact you directly regarding this opportunity. If you have any questions or concerns, please contact the Foundation’s Privacy Officer at the address indicated in its Privacy Policy.

The Mastercard Foundation values the unique skills and experiences each individual brings to the organization and we are committed to creating and maintaining an inclusive and accessible environment for everyone.

Completion of satisfactory business references and background checks are essential conditions of employment.

For more information and to sign up for the Foundation’s newsletter, please visit http://www.mastercardfdn.org/
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