Associate General Counsel - M&A

We are seeking an experienced attorney to work closely with our leadership team, other professionals in our Legal Department and colleagues throughout our organization, to advise on matters relating to securities regulatory and disclosure requirements, mergers and acquisitions, corporate governance, executive compensation, capital markets transactions and other transactional matters.  You will report directly to our General Counsel and be integral to preparing for and supporting meetings of our Board of Directors and its committees. You will have responsibility for leading and managing a paralegal direct report. You will also have responsibility for, among other things, managing the legal aspects of mergers and acquisitions and other strategic transactions, advising on SEC filings and investor communications, providing guidance on governance matters and equity compensation programs, and assisting with debt financing and refinancings.

Mergers & Acquisitions (45%)

• Advise on, and manage the legal aspects of, a variety of strategic business transactions worldwide, including mergers, acquisitions and divestitures.
• Work with U.S. domestic and foreign outside counsel to negotiate transaction documents, secure regulatory clearances, manage due diligence processes and complete others matters incident to closing.

Securities Compliance (30%)

• Assist in the preparation and review of SEC filings, including Forms 10-K, 10-Q and 8-K, proxy statements and Section 16 filings.
• Review earnings announcements, investor communications and other public disclosures.

Governance (10%)

• Assist in the preparation of materials, resolutions and minutes for meetings of our Board of Directors and its committees.
• Review and update corporate governance documents, policies and practices, including Articles of Incorporation, Bylaws and Corporate Governance Guidelines.

Executive Compensation (10%)

• Manage legal oversight of equity compensation plans and awards, as well as executive compensation.

Other (5%)

• Assist in debt financing and refinancing transactions and other capital market transactions.
• Manage various corporate and other transactional matters throughout our global organization.
• Work on special projects as assigned by the General Counsel from time to time.
• Prepare and manage budgets for areas of responsibility.
• Effectively utilize internal and external resources and cost drivers, and continuously improve administrative processes.

• Juris Doctorate (JD) degree from an accredited law school.
• Membership in the bar of at least one state.
• 8+ years of prior relevant legal experience, preferably with a combination of law firm and in-house experience at a public company.
• Proven experience providing effective guidance on U.S. domestic and cross-border mergers and acquisitions, and managing legal aspects of transaction processes.
• Experience with and knowledge of SEC rules, NYSE listing standards and corporate governance principles, especially as applied to public company disclosures, and with 1933 Act and 1934 Act disclosure requirements.
• Experience with reviewing and revising corporate governance documents, including Articles of Incorporation, Bylaws, committee charters and minutes of the meetings of boards of directors and their committees.
• Experience with legal aspects of managing executive compensation programs, including equity compensation plans and awards
• Experience successfully managing other legal professionals and external resources.
• Results oriented with exceptional attention to detail, business judgment and negotiation skills.
• Excellent written and verbal communication skills with a proven track record of successfully collaborating with internal stakeholders.
• High ethical standards, conducting business with honesty and integrity.

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