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Associate General Counsel - Mergers and Acquisitions The candidate will serve as the lead North American M&A lawyer for large and expanding company with over $8 billion in revenues and $20 billion in market cap. Will partner with Corporate Development colleagues throughout the entire transaction process and work alongside senior business leaders to provide objective advice. Support other Legal colleagues in the preparation of SEC 1934 Act filings, and other securities law matters. Lead preparation, review and revisions of NDAs, letters of intent, asset purchase agreements, stock purchase agreements, merger agreements, joint venture agreements, investment agreements, strategic alliance agreements and all related ancillary transaction documents, instruments and agreements. Lead the process of gathering and integrating other functional advisor and stakeholder input on deal documentation. Participate in and/or, where appropriate, lead the negotiation process. Participate in and assist with managing the overall due diligence processes. Supervise legal due diligence activities, including activities relating to (i) defining scope, (ii) reviewing and evaluating all due diligence findings, and (iii) preparing comprehensive and professional due diligence reports. Manage transaction signings and closings. Efficiently manage use of and engagement with outside counsel. Communicate with internal counsel, transaction teams, clients, functional transaction team members and counterparty counsel regarding all aspects of transactions. Separately, work with the General Counsel â€“ Corporate Transactions on 10-Ks, 10-Qs, 8-Ks and other Securities Exchange Act filings. Rapidly assess potential legal risks, benefits and consequences of decisions, present alternatives and propose solutions to achieve business objectives while skillfully managing legal and practical business considerations.
Qualification and Experience
The candidate should have JD degree with relevant M&A experience. Must have 7-12 years of M&A and securities law practice, with a leading law firm or a reputable in-house practice. Experience with SEC 1934 Act rules and filings strongly preferred; international M&A experience helpful. Must have experience in the structuring and execution of M&A transactions, including planning for and managing due diligence, drafting transaction documents, handling closings and integration planning, implementation and execution. Must have experience with the identification and assessment of M&A transaction risks, and an ability to provide practical, solutions-oriented advice to enable proper monitoring, management or mitigation of risks. Familiarity with collateral M&A responsibilities such as HSR filings is required. Must have substantial drafting experience; should be able to lead transactions through closing.
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