Description:
Marriott International, Inc. is the world's largest hotel company based in Bethesda, Maryland, with more than 7,000 properties and 30 brands in 130 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts and branded residential properties. Marriott’s Law Department services the Company's lodging and hospitality business and provides legal advice and counsel to Marriott’s internal clients. The Corporate Transactions team helps Marriott achieve business objectives through the group’s understanding of Marriott’s key obligations as an investment grade public company.

The Corporate Counsel – Mergers & Acquisitions, Finance and Securities will provide legal support for (1) Corporate and enterprise-wide development deals and mergers & acquisitions, (2) SEC filings, (3) Securities law compliance matters, (4) Treasury and corporate finance matters, (5) Corporate venture capital investments, and (6) Marriott’s Board of Directors and corporate governance issues. This position works across the Law Department to support these matters.

This position reports to the Vice President and Assistant General Counsel – Mergers & Acquisitions, Finance and Securities.

Specific Job Summary and Expected Contributions

Provides legal support for:
  • Mergers & Acquisitions (M&A) and business divestitures globally including lodging and corporate joint ventures;
  • Treasury and corporate finance, including corporate and project finance and tax optimization transactions;
  • U.S. securities law compliance and disclosure; Investor Relations and Communications;
  • Corporate venture capital investments globally; and
  • Corporate Secretary function including corporate governance, entity management and Board of Directors support

Mergers and Acquisitions (M&A) and Divestitures including Lodging and Corporate Joint Ventures
  • Provides legal support for M&A and business divestiture transactions and joint ventures globally, working closely with cross-discipline project teams and specialists in Tax, Accounting, Finance, Development and other areas.
  • Coordinates the efforts of various practices within the Law Department, such as Intellectual Property, Litigation, Employment & Benefits and Continental teams.
  • Reviews and negotiates non-disclosure agreements, leads due diligence, assesses legal risk, supports deal negotiations, provides advice on deal structuring, supports efforts to secure regulatory/antitrust and other third-party approvals, drafts and/or reviews deal documentation and provides post-closing support for business teams.
  • Develops legal summaries and analyses for presentation to the General Counsel, Senior Leadership and applicable corporate committees.
  • Manages outside counsel.

Treasury and Corporate Finance
  • Provides legal support for complex corporate finance and securities transactions including securities registration statements, public debt offerings and multi-billion dollar credit facilities.
  • Leads the legal support for project-specific financings including guarantees, preferred equity investments, mezzanine and senior loans.
  • Provides legal advice and guidance to the Global Treasury and Finance team for other financing transactions including share repurchase programs, corporate credit agreements, banking agreements, FX and interest rate swaps, letters of credit and commercial paper program. Engages with external banks and other credit providers, providing legal advice as appropriate.

US Securities Laws and Compliance
  • Advises on U.S. securities laws and compliance. Reviews, comments on, and provides legal advice and guidance on all SEC filings including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statements, Form 8-Ks (as needed), stock issuances and insider trading.
  • Monitors trends in securities laws, regulations and interpretations by the U.S. Securities and Exchange Commission, as well as disclosures made by lodging competitors that are public companies and recommends updates to disclosure and policy documents.

Investor Relations and Communications
  • Provides legal advice and guidance to Investor Relations on press releases, quarterly earnings releases, analyst conference calls and security analyst meetings.
  • Works with Global Communications and Media Relations to review scripts, press releases, and other communication vehicles as they relate to corporate matters, Company financial performance and / or communication messages from executive leaders, including CEO and/or Chairman.

Corporate Venture Capital Investments
  • Provides legal support for the Company’s investments in start-up companies and investment funds with potential toenhance the travel experience and/or contribute to the Company’s customer growth strategy.
  • Leads cross-discipline project teams and manages outside counsel in connection with due diligence, structuring, investment documentation and deal execution.

Corporate Secretary Function
  • Partners with the VP & Assistant General Counsel and the Corporate Secretary to advise the Board of Directors, senior management and the General Counsel on corporate governance matters, including potentially sensitive issues relating to governance and conflict of interest issues.
  • Partners with the VP & Assistant General Counsel on entity management matters.

Other
  • Provides legal advice and guidance on a variety of other corporate transactions and functions, such as, Marriott policy compliance, directors’ and officers’ liability insurance, and Marriott’s corporate jet and tax-driven investments.

Candidate Profile
  • Excellent academic record with a law degree from a well-respected law school.
  • Active Bar Membership.
  • Minimum of 5 years of legal experience - specific experience with securities law compliance highly preferred.
  • Strong leadership skills - ability to manage and lead complex deal teams.
  • Strong interpersonal skills with the ability to engage with stakeholders and build rapport. Ability to interact effectively and work diplomatically with individuals at all levels and to foster relationships across the organization.
  • Excellent conflict management skills, and ability to influence without coercion.
  • Skillful and diplomatic negotiator.
  • Ability to think creatively, to supervise multiple and complex matters, and to work independently and collaborate effectively with clients, peers and other parties.
  • Ability to identify opportunities for improvement and to facilitate the implementation of creative solutions.
  • Outstanding analytical, writing and oral presentation skills.
  • Ability to expeditiously identify and assess issues and provide recommendations consistent with good business practices and reason.
  • Flexibility for travel.

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