Description:

The Director of Corporate, Finance and Mergers & Acquisitions has the responsibility for overseeing and/or providing support on domestic and cross-border corporate transactions. This includes, but is not limited to, mergers and acquisitions, joint ventures, venture capital investments, post-merger integration, debt financing and restructuring, debt issuance and corporate entity management.

Reports to: Vice President, Finance, Securities, Governance, and M&A

Span of Control: The Director will have one direct support (M&A Legal Support Lead)

Job Responsibilities:
Lead and Counsel with Respect to M&A and Finance

Partner with the Vice President, Finance, Securities & Governance and M&A and the Senior Vice President of Corporate Development, as well as OC's Corporate Development group (the “M&A/Finance Team”) on structuring and planning M&A projects, joint ventures, and financing transactions.
Lead M&A counsel, providing leadership and/or support for all elements of transactions, including structuring, overall due diligence, documentation, and coordinating signing and closing
Flag and escalate appropriate matters to other subject matter experts, including the litigation, commercial transactions, and regulatory compliance teams.
Lead other critical corporate transactions, including joint ventures, and strategic investments and initiatives.
Draft, negotiate and interpret non-disclosure agreements (NDAs), letters of intent (LOIs), investor rights agreements, stock purchase agreements, consulting agreements, vendor and service agreements, asset purchase agreements and operating agreements.
Lead all Legal matters in the following areas related to Finance
Draft, review and negotiate stock or asset purchase agreements, (including ancillary agreements and disclosure schedules), financing documents, including indenture agreements, debt prospectuses and general loan agreements, security agreements and guarantees.
Provide legal support of post-merger integration plans and provide guidance to business management on related activities.
Drive decisions on aligning with in-house and/or outside counsel (as needed), as well as with other business consultants on corporate transactions, makes budgeting for legal costs and oversees such expenses.

Lead and Execute in Support of General Corporate Matters

Responsible for broadly understanding corporate law and governance concepts as applied to OC's Global Subsidiaries
Leads the development and implementation of appropriate structures and strategies for applying these concepts to such entities; interpreting and implementing corporate actions in accordance with applicable law, charter documents, resolutions and other applicable approvals, delegations and restrictions; and serving as a resource to others in connection with such matters
With respect to Global Subsidiaries, responsibilities include:
Counseling with management concerning appropriate structures and implementing desired changes
Oversee paralegal maintenance of the information database relating to subsidiaries and affiliates of An American Company
Leading oversight of legal entity structure and playbook to protect the enterprise and its subsidiaries
Regularly advise business stakeholders and members of the legal, finance and compliance departments on matters related to areas of responsibility and the Company's obligations under various agreements.

Leads the Corporation

Inspires teamwork across all functions and business groups to maximize the performance of the Company and the development of people.
Is regarded by the legal team as uniquely skilled at working across organizational and geographic boundaries.
Is regarded by the employees of Law Department as a role model for their growth, development, and conduct.
Communicates legal and compliance issues and strategy to leaders in a timely and effective way.

Develops others

Creates energy and enthusiasm in individual and team development.
Educates, coaches and challenges others to build and develop capability.
Generates actions and leverages resources that result in retention of talented employees.
Inspires teamwork across all functions and resources (internal and external) to maximize performance.

Job Requirements:
Qualifications & Experience:

Juris Doctorate from an accredited Law School and Bar Membership in at least one state.
10+ years of experience in mergers & acquisitions, corporate finance, capital markets, antitrust law, and cross-border transactions.
Prior in-house counsel experience a plus.
Proven track record in developing and leading teams of in-house and outside counsel attorneys and consultants on complex transactions.
Thought leadership level experience as a strategic advisor in corporate environment.

Knowledge, Skills & Abilities:

Business Expertise. Brings a rigorous business orientation to the legal function and can communicate legal challenges in a data-driven and fact-based manner. Has the ability to translate business objectives into organizational initiatives.
Leadership. Able to lead direct and/or indirect teams, including both internal and external counsel, to the appropriate ethical results for the company.
Strong Policing Agent. Has the ability to challenge leadership at all levels when faced with possible violation of policy or the law.
Financial Acumen: Ability to understand the company's financials (P&L composition, financial statements, and corporate finance).
Strong Organizational Skills. Has the ability to meet deadlines and communicate issues as they arise, with specificity and determine actions necessary for a timely remedy of issues.
Global Cultural Competence. Understands, communicates with, and effectively interacts with people across cultures. Is aware of one's own cultural worldview; one's attitude towards cultural differences; one's knowledge of different cultural practices and worldviews, and skills to interact effectively. Effectively achieves business results working across and with multi-national teams.
Communication. Clearly conveys relevant information and ideas with confidence and in a manner that inspires the audience. Adjusts approach to capture audience attention and ensures there is an understanding of the message. Seeks to understand others through active listening. Strong writing skills.
Judgment and Decision Making. Recognizes issues, problems or opportunities and determines whether action is needed. Generates ideas through diverse thought. Choose appropriate action by formulating clear decision criteria and evaluates options by considering implications and consequences. Implements decisions or initiates action within a reasonable time.
Highly Ethical. Can be trusted to do only the “right thing” for the employees, shareholders, and others. Follows a balanced approach without compromising integrity.
Results Oriented. Energetic, resourceful, with strong service orientation and positive can-do attitude. Fully committed to the job and to deliver outstanding work. Never satisfied with status-quo, continually striving for excellence. Enjoys working hands-on.
Change Agent. Comfortable designing for the future, while managing day-to-day Legal matters. Able to anticipate risks and propose practical plans to mitigate them. Appreciates impact of the law department and how the department is an integral part of the company's business strategy.
Adaptability. Ability to respond quickly to the demands of the moment. A flexible person who can stay productive when the demands of work pull in many different directions at once. Maintaining effectiveness in a variety of environments.
Accountability. Knows what needs to be done and gets it done. Willingly takes responsibility for the organization as a whole; unafraid of owning the results, actions and decisions of self or organization.
Legal Partnership. Understands the difference between providing legal advice and serving as a trusted business counselor. Ability to determine, advocate and implement, what is legally necessary and prudent for corporate clients.
Risk Management. Able to assess and communicate legal and business risks associated with M&A, corporate finance and corporate legal issues quickly, efficiently and effectively.
Attention to Detail. Strong attention to detail, a full understanding that errors in applicable legal areas may have significant adverse consequences for An American Company, its management and board.