Deputy GC
The Deputy General Counsel will provide pragmatic advice and executive leadership on a wide range of legal issues, with an initial emphasis on M&A,...
The Deputy General Counsel will provide pragmatic advice and executive leadership on a wide range of legal issues, with an initial emphasis on M&A, securities, corporate governance, and commercial contracts. This role reports to the EVP – General Counsel & Corporate Secretary and partners with the legal team, corporate development team, and business leadership to provide strategic legal advice across a wide range of issues including mergers, acquisitions, dispositions, strategic partnerships, securities law, SEC filings, NASDAQ rules, corporate governance, contracts, and legal entities. The successful candidate will have extensive experience across a range of M&A and public company issues and a pro-active, pragmatic, and collaborative approach to working with colleagues and external counsel to address issues effectively and efficiently. The Deputy General Counsel will also help manage legal operations and will provide leadership to other legal team members who provide support for commercial and procurement contracts. It is anticipated that the successful candidate will be in a leading position to be considered as the successor to the General Counsel.
Essential Job Functions:
Pro-active support for complex transactions such as mergers, acquisitions and divestitures, including due diligence, drafting and negotiating agreements, and post-closing integration
Support legal aspects of SEC reporting, including proxy statements, reports on Form 10-K, 10-Q and 8-K, and Forms 3/4/5
Advise on securities law and general corporate governance matters, including tracking ongoing legal developments applicable to Company reporting
Support corporate governance activities, including management of legal entities
Support the corporate secretarial function, including preparation of board and committee materials and preparation for annual stockholder meetings
Advise on investor relations matters, including review of earnings announcements and scripts, press releases, and other investor communications
Provide leadership to other legal team members who primarily support contract drafting and negotiations with customers and suppliers and provide direct support for key contract negotiations
Proactively identify and help drive continuous improvement in legal team processes
Understand the intricacies of the Company’s business model and strategic objectives and ensure legal resources are focused on company priorities
Provide support for Company and Legal team initiatives outside of core areas of responsibility as needed
Assume additional oversight responsibilities in other legal subject matter areas (e.g., regulatory, litigation, etc.) as role develops
Minimum Qualifications:
Bachelor’s Degree and a JD from an accredited law school.
Active member in good standing of Illinois bar or qualified for obtaining status as authorized House Counsel in Illinois.
At least eight years of experience working with complex M&A transactions, securities law matters, and corporate governance in a public corporation and/or law firm setting, with some in-house experience preferred.
Excellent knowledge of SEC and NASDAQ requirements applicable to public companies, corporate governance requirements and trends, and corporate secretarial requirements.
Significant experience with drafting and negotiating various M&A agreements, including NDAs, equity transactions, asset purchases, disclosure schedules, rep and warranty insurance and other ancillary agreements.
Experience in drafting and negotiating commercial contracts.
Some experience managing additional legal subject matter areas preferred.
Ability to effectively manage outside counsel to provide successful and cost-effective results.
Exceptional communication skills combined with demonstrated problem solving ability.
Exceptional organization and time management skills with the ability to prioritize, coordinate and satisfy numerous competing demands in a fast-paced environment.
Commitment to integrity and confidentiality.
Sound, pragmatic legal and business judgment.
Self-confident and self-directed, while collaborative.
Ability to effectively communicate in various mediums to a wide variety of audiences, including executives and directors.
Able to build relationships, develop credibility with internal clients and external stakeholders.
Ability to analyze data and processes and propose methods for continuous improvement or recommended action.
Must be willing to travel from time to time as business requires.
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