Description:
Advise clients by providing analysis and counsel on legal, regulatory, and general business issues with respect to mergers and acquisitions and various other corporate transactions. Research legal risks facing clients in connection with underlying deal structures and deal processes and draft, administer, and review primary deal documents, such as purchase and sale agreements, merger agreements and credit agreements and relevant ancillary documents, including disclosure schedules, LLC agreements, stockholder agreements and management equity incentive programs; review funds flows and representations and warranties insurance policies. Negotiate provisions in principal deal documents and lead calls with opposing counsel. Develop and recommend legal strategy and positions on legal issues. Correspond with partners on major deal issues, including the tax implications of various deal structures. Coordinate with subject matter experts such as antitrust, environmental, real estate, data privacy and intellectual property teams in conducting research on key regulatory and compliance issues and drafting issues list to be presented to clients. Lead key deal workstreams, including preparation of due diligence memoranda and analyses. Review various ancillary corporate formation, organization and transaction agreements drafted by junior associates. Review and edit reports, opinions, correspondence, and articles drafted by junior associates. Assist partners and senior associates in pro bono legal assignments. Participate in firm activities and committees, including legal and other community organizations or functions.Additional Job Description:
Requirements:
J.D., LL.M., or foreign equivalent. Requires admission to a U.S. state bar. Requires at least two (2) years of experience as an attorney within a general corporate transactional practice group of an international law firm, focusing on domestic and multijurisdictional mergers and acquisitions and private equity transactions as well as general corporate and finance matters. Experience must include: representing buyers and sellers in the healthcare, technology and energy industries; working on at least two cross-border acquisitions or sales; drafting ancillary deal documents including debt and equity documents, corporate organizational documents, management equity incentive documents and legal opinions; reviewing due diligence materials, including summarizing complex commercial agreements, preparing due diligence reports and facilitating diligence calls with management and underwriting calls with representations and warranties insurance providers; and conducting research on mergers and acquisitions and general corporate matters, including securities law matters. Telecommuting is permitted within commuting distance of the worksite 50% of the time.
