Corporate Counsel

Sherwin-Williams is seeking a dynamic attorney to support a broad range of general corporate legal matters primarily related to Corporate Finance, Securities and Corporate Governance. This position will provide support to other attorneys on the Legal team, as well as internal business partners in various corporate departments, including Treasury, Tax, Finance, and Investor Relations. The ideal candidate is a strong team player and a self-starter with good communication and interpersonal skills. 

CORE RESPONSIBILITIES AND TASKS:

(1) Tasks and responsibilities include:

• Reviewing and negotiating commercial agreements for internal business partners in various corporate departments, including Treasury, Tax, Finance, and Investor Relations. 
• Preparation of Section 16 forms; support for the preparation of other SEC forms, including Forms 8-K, 10-K, 10-Q and the Proxy Statement; and, assisting with compliance with NYSE rules and regulations.
• Supporting all stages of the planning and execution of the Proxy Statement and Annual Meeting of Shareholders, including playing a key role in the drafting of the Proxy Statement. 
• Review of external communications, earnings releases, investor presentations and marketing materials, and assistance in maintaining the Company’s external websites.
• Support of processes related to the administration of the Company’s Insider Trading Policy.
• Oversee day-to-day governance of Sherwin-Williams’ U.S. subsidiaries, including the preparation and filing of annual and other reports; preparation of subsidiary documentation to assist in legal entity tracking and management; maintaining subsidiary records, including minute books; support for the maintenance, creation, restructuring, and dissolution of legal entities.
• Assist with matters related to corporate finance transactions, including debt offerings and credit agreements, including through leading due diligence processes.
• Assist with preparation of Board materials, including drafting agendas and materials for the meetings of the Board and its committees, and assist with management of the Board portal, as assigned.
• Effectively collaborate with team-members in the Legal department and with internal business partners to collect and prepare documents and related correspondence for corporate finance, securities, and corporate governance matters.
• Acquire and maintain knowledge of company systems, tools and processes and procedures relevant to corporate finance, securities, and corporate governance matters.
• May manage or provide work direction or review the work of support staff, paralegals, admins, fellows, law clerks, etc. 

(2) Effective management of assigned legal activities primarily related to Corporate Finance, Securities and Corporate Governance.

• Supports projects and teams - Supports or leads projects providing legal support and solutions.
• Provides legal counsel - Provides focused and practical legal advice respecting business operations as well as the impact of current or anticipated laws, rules and regulations.  Develops and substantiates corporate positioning on matters involving legal compliance. 
• Manages Risk - Identifies and analyzes new regulations and existing and emerging legal risks and develops and implements business-focused strategies to manage risks.
• Compliance - Assists the development and implementation of policies, procedures and control mechanisms to promote compliance with applicable laws, rules and regulations.
• Proactive guidance - Stays abreast of new regulations and emerging legal risks; provides proactive advice and counsel to corporate departments and functions that may be impacted.

(3) Demonstrates the development of core legal expertise and support for legal affairs of corporate departments and functions and enterprise-wide functions.

• Develops broad understanding of the strategies used by the Company in carrying out their enterprise-level responsibilities. 
• Supports business partners in an efficient and effective manner.
• Manages outside counsel in an efficient and cost-effective manner, as necessary.
  • Acquires and maintains knowledge of company systems, tools and processes and procedures relevant to Corporate Finance, Securities and Corporate Governance matters, and other Company projects and initiatives.

(4) Performs other duties as assigned.

“Job duties include contact with other employees and access confidential and proprietary information and/or other items of value, and such access may be supervised or unsupervised. The Company therefore has determined that a review of criminal history is necessary to protect the business and its operations and reputation and is necessary to protect the safety of the Company’s staff, employees, and business relationships.” 

FORMAL EDUCATION:

Required: 

• Juris Doctor
• License to practice law in Ohio or ability to obtain licensure in Ohio

KNOWLEDGE & EXPERIENCE:

Required: 

• 5-8 years of experience in a law firm and/or corporate legal department.
• Experience advising on Corporate Finance, Securities and Corporate Governance matters.

Preferred: 

• Excellent academic credentials
• Experience in a corporate legal department or large law firm.

TECHNICAL/SKILL REQUIREMENTS:

Required:

• PC skills; Microsoft Office applications (Word, Excel, PowerPoint)
• General working knowledge of legal software

Travel 10%