Job Description

The Transaction Counsel will sit directly on the Emerging Markets Debt investment team and provide dedicated legal and structuring support across sovereign and corporate credit investments in emerging and frontier markets. The role is designed to enhance investment decision-making and execution by delivering practical analysis of documentation and legal rights, partnering with portfolio managers, analysts, traders, and operations on transaction structuring and renegotiation of existing debt. The Transaction Counsel will work closely with other EMD investment decision makers, internal partners (including the broader MS legal, compliance, and risk functions) and external counsel while maintaining an investment-oriented mandate.

Primary Responsibilities:

• Provide investment-relevant analysis of sovereign bond documentation (e.g., indentures/fiscal agency agreements) to assess legal rights, remedies, and key terms (CACs/aggregation, pari passu, negative pledge, events of default, acceleration, waivers, governing law, jurisdiction, immunities, ranking, and enforcement mechanics).
• Act as the investment team’s point person for managing external counsel on sovereign and corporate matters, including scoping, prioritization, review of deliverables, and ensuring advice is translated into actionable investment implications.
• Support sovereign document negotiation processes, including evaluating proposals, advising on exchange offer and consent solicitation mechanics, reviewing/revising new instruments, and coordinating execution workstreams with external counsel and other advisors.
• Support corporate side via review and negotiation of bespoke new-issue and private deal documentation (bonds, loans, structured instruments).
• Partner with investment professionals on structuring considerations (e.g., documentation protections, creditor positioning, remedies, transferability, governing law choices) to align legal terms with the investment thesis and risks.
• Provide secondary support on trading and counterparty documentation impacting exposures (e.g., ISDA/CSA and other trading-related agreements as applicable), helping identify and escalate key legal/economic terms for negotiation and risk management.
• Support the team’s growing use of insurance and risk-transfer structures (including coinsurance-style arrangements), reviewing terms, coverage triggers, exclusions, claims mechanics, counterparty obligations, and alignment with investment objectives.
• Help maintain internal documentation standards and playbooks (key clause checklists, term summaries, precedent libraries), and provide periodic training to the investment team on market documentation developments and recurring legal themes.

Qualifications:

• J.D. from an accredited law school; member in good standing of at least one U.S. state bar or equivalent qualification.
• Meaningful experience in transactional law with direct exposure to sovereign debt documentation and/or sovereign restructuring situations; distressed/restructuring experience strongly preferred.
• Strong background in credit documentation for corporate issuers (public and private), including bonds and/or loans, with proven ability to read and negotiate complex covenants and structural protections.
• Familiarity with the legal frameworks commonly used in EM credit (notably New York law and/or English law documentation), and comfort working across multiple jurisdictions and market conventions.
• Demonstrated ability to translate legal terms into clear investment implications under time pressure, with strong judgment and a bias toward practicality.
• Excellent drafting, issue-spotting, and communication skills; ability to operate credibly with senior investors, counterparties, and external counsel.
• Highly organized and able to manage multiple concurrent matters in a fast-moving investment environment; strong attention to detail and ownership mindset.
• Intellectual curiosity about emerging/frontier markets and a willingness to engage deeply with both sovereign and corporate idiosyncratic situations; foreign language skills a plus but not required.

WHAT YOU CAN EXPECT FROM MORGAN STANLEY:

At Morgan Stanley, we raise, manage and allocate capital for our clients – helping them reach their goals. We do it in a way that’s differentiated – and we’ve done that for 90 years. Our values - putting clients first, doing the right thing, leading with exceptional ideas, committing to diversity and inclusion, and giving back - aren’t just beliefs, they guide the decisions we make every day to do what's best for our clients, communities and more than 80,000 employees in 1,200 offices across 42 countries. At Morgan Stanley, you’ll find an opportunity to work alongside the best and the brightest, in an environment where you are supported and empowered. Our teams are relentless collaborators and creative thinkers, fueled by their diverse backgrounds and experiences. We are proud to support our employees and their families at every point along their work-life journey, offering some of the most attractive and comprehensive employee benefits and perks in the industry. There’s also ample opportunity to move about the business for those who show passion and grit in their work.

To learn more about our offices across the globe, please copy and paste https://www.morganstanley.com/about-us/global-offices​ into your browser.

Expected base pay rates for the role will be between $125,000 and $250,000 per year at the commencement of employment. However, base pay if hired will be determined on an individualized basis and is only part of the total compensation package, which, depending on the position, may also include commission earnings, incentive compensation, discretionary bonuses, other short and long-term incentive packages, and other Morgan Stanley sponsored benefit programs.

Morgan Stanley is an equal opportunity employer committed to building and maintaining a workforce that is diverse in experience and background. Our recruiting efforts reflect our strong commitment to a culture of inclusion, where individuals are hired, developed, and advanced based on their skills and talents.

Our workforce reflects a broad cross-section of the global communities in which we operate, bringing a variety of backgrounds, talents, perspectives, and experiences.

For more information, please visithttps://www.morganstanley.com/people-opportunities/eeo