Description:

An Upscale American Home-Furnishings Company is looking for a Vice President, Senior Corporate Counsel and Associate General Counsel. The perfect candidate will have direct relevant experience in a similar setting and an immediate connection to our Core Values (People, Service, Quality and Innovation).

Your Responsibilities:

Corporate Securities and Governance

Ensure compliance with U.S. Securities and Exchange Commission (SEC) and NYSE Listing Rules, Sarbanes-Oxley Act of 2022, the Dodd-Frank Wall Street Reform and Consumer Protection Act, including periodic filings (Forms 10-Q and 10-K), proxy statements, and Section 16 reports.
Support and advise the Chief Legal & Compliance Officer and Corporate Secretary on all aspect of corporate governance matters, including support for processes, materials, and meetings relating to – and attended by - the Board of Directors
Lead RH's program to prepare and maintain corporate governance policies and documentation, including corporate governance guidelines, committee charters, its related-party transactions policy, among others
Oversee the Company's portfolio companies, corporate structures, and affiliates, including day-today-ownership for establishing and maintaining parent and subsidiary relationships
Manage and oversee the Company's various Stock Incentive and Option Plans, including the drafting and issuance of stock agreements and executive compensation
Support periodic reporting to the Company's independent auditors
Administer the Company's Insider Trading Policy and manage related reporting obligations.
Oversee and execute the Company's corporate records and document retention strategy for all Company records, including minute books and SEC filings, in both electronic and physical formats
Commercial Contracting and Contracts Management
Oversee enterprise-wide commercial contracting, including establishing playbooks, protocols, policies, and procedures for effective end-to-end contracting lifecycle management.
Draft and support execution of a variety of commercial contracts, including licensing, royalties, and vendor statements of work and promissory notes
Lead counseling and execution for all e-commerce and commercial transactions, including managing contracting risk associated with cybersecurity and privacy regulations as well as general commercial guidelines
Deliver guidance on corporate and commercial matters, negotiating agreements with vendors, suppliers, contractors, and other third parties
Ensure all teams receive accurate and timely legal advice, promoting proactive legal risk management

M&A and New Ventures

Deliver guidance and support for RH's global business ventures, including joint partnership formation, equity investments, and controlling ownership governance
Partner with corporate stakeholders on RH's mergers and acquisitions strategy, including supporting due diligence, transaction review, integration, and other significant corporate actions

Leadership, Teamwork, and Collaboration

Serve as a strong corporate generalist who supports the Chief Legal & Compliance Officer in developing and delivering RH's legal strategy
Serve as primary legal counsel to the Chief Financial Officer, Investor Relations, VP for Insurance and Vendor Administration, the Financial Planning & Analysis team, the Chief Accounting Officer, and the Accounting team, along with the other members of the executive team, ensuring alignment and regulatory compliance across the company
Aid other in-house attorneys as needed in areas such as real estate and intellectual property matters
Proactively support organizational goals and identify opportunities to enhance job performance

Our Requirements:

Minimum 10 years as a practicing attorney in-house or at a law firm as a corporate generalist, including experience in corporate securities and governance, M&A, capital markets, and/or commercial transactions for publicly traded corporations
Experience advising on corporate governance matters, preparing securities filings, and overseeing compliance with SEC rules, stock exchange requirements, and Section 16 matters
Experience working on corporate transactions, including M&A, entity formation, and subsidiary management
Experience drafting and advising on commercial and procurement contracts.
In-house experience in a retail, e-commerce, or product manufacturing industry preferred
Exceptionally results oriented, with a high degree of personal initiative and leadership and the ability to work autonomously under executive supervision
Highly developed written and oral communication skills, with strong business and legal acumen and the ability to clearly and confidently articulate recommendations and options about complex legal issues
Work collaboratively and effectively in a fast-paced, global environment and to manage multiple projects simultaneously
JD degree from a top-tier accredited U.S. law school with the ability to practice law in California and top academic credentials