Managing Legal Counsel – Corporate Governance and M&A

Requisition Number: 81961

Position Title:

External Description:

About the Role

Provide legal advice and business counsel to the company on mergers, acquisitions and divestitures and other strategic transactions. Lead potential transactions from legal perspective and coordinate advice and diligence within the legal and compliance team.  Engage and manage where appropriate outside counsel.  This role will serve as the firm’s primary legal advisor on all potential strategic transactions, advising senior leaders on the same, and expected to lead negotiations, diligence and coordinate other legals SMEs on the same. 

 

Provide advice on filings with the SEC, including Form 10-K and Proxy Statements, making determinations concerning required filings, and advising management of new disclosure requirements.

 

Advise and assist with meetings of company’s various board of directors.  Develop corporate governance policies and implement legal controls to help ensure sound corporate governance practices.  Provide advice on best practices for management reporting to corporate boards.

 

Role Summary

Provides specialized, expert legal counsel to multiple businesses or functional areas. Often seen as a legal practice area expert, advising business or functional area leaders on legally sound courses of action in the resolution of business problems. Has a breadth of expertise across multiple key legal issues that are strategically relevant to assigned businesses or functional areas. Viewed as a trusted internal resource capable of using knowledge of the organization's businesses, products, services, and/or strategies to articulate and advance complex legal positions. Contributes to establishing the organization's professional standards in areas of expertise. Responsible for assigned matters and may assign work to less experienced attorneys or other legal staff.

 

Responsibilities

• Handles a portfolio of complex, specialized legal issues, including serving as an advisor to internal and external stakeholders, including outside counsel, relevant to issues affecting the assigned entities. Initiates contact, retains, and manages outside counsel who provide legal services to the entities, as needed. Communicates expectations for deliverables and service levels; ensures retained counsel is kept informed of entities' priorities and strategies. Reviews outside counsel work for appropriateness, quality, and alignment to expectations; provides feedback and direction to rectify any issues.
• Reviews presented business issues, conducts extensive legal research and investigations with the assistance of less experienced professionals, and crafts legal solutions, balancing internal and external stakeholder interests with the risks of adverse legal actions, revenue loss, or reputational damage to the entities. Issues are typically complex or without much precedence and require creative solutions. Frequently enlists more junior colleagues to conduct more routine assignments within large-scale matters/issues.
• Communicates and collaborates with leaders who also serve in an advisory or oversight capacity and independently develops the legal response/position for complex issues identified as the most severe risks or areas of noncompliance. Reviews summaries of legal matters and due diligence activities prepared by less experienced professionals and uses expert knowledge and sound judgment to confirm their accuracy, potential impact, and necessity for action.
• Initiates contact, retains, and manages outside counsel who provide legal services to the entities for more complex legal issues as needed. Communicates expectations for deliverables and service levels; ensures retained counsel is kept informed of entity priorities and strategies. Reviews outside counsel work for appropriateness, quality, and alignment to expectations; provides feedback and direction to rectify any issues.
• Maintains a significant understanding of practice or functional area products and services and frequently specializes in a specific product or practice area. Maintains expert knowledge of all regulators relevant to the practice or functional areas. Continues to advance knowledge through participation in external industry or professional events and may exert influence on industry thinking
• Provides work guidance and mentoring to less experienced attorneys or other legal department colleagues. May manage medium-sized team or multiple micro-teams.

Qualifications

Required:

• Law Degree from accredited School of Law AND
• Admission to the MD State Bar or other State Bar AND
• 10+ years of total relevant work experience AND
• Must have in-depth knowledge of corporate governance laws and practices, including experience serving as lead counsel to clients in similar transactions
• Must have complex M&A legal experience, including leading transactions as primary counsel
• Must have knowledge of US public company reporting requirements

Preferred:

• In-depth specialized knowledge of global corporate governance and merger and acquisitions laws and practices gained through a mix of law firm and in house experience
• Knowledge of Maryland corporate laws
• Knowledge of international corporate laws
• Demonstrated skill and experience influencing others and leading to preferred outcomes.  Willingness to collaborate and share knowledge
• Ability to interact effectively and work in partnership with a diverse group of internal and external contacts
• Ability to balance the needs of individual business units with a broader understanding of the objectives of the firm as a whole
• Excellent conflict management skills

 

FINRA Requirements

FINRA licenses are not required and will not be supported for this role.

 

Work Flexibility

This role is eligible for hybrid work, with up to one day per week from home.

City:

State:

Community / Marketing Title: Managing Legal Counsel – Corporate Governance and M&A

Company Profile:

Location_formattedLocationLong: Maryland, US

CountryEEOText_Description: Commitment to Diversity, Equity, and Inclusion: We strive for equity, equality, and opportunity for all associates. When we embrace the power of diversity and create an environment where people can bring their authentic and best selves to work, our firm is stronger, and we create greater value for our clients. Our commitment and inclusive programming aim to lift the experience for each associate and builds allies for our global associate community. We know that a sense of belonging is key not only to your success at the firm, but also to your ability to bring your best each day. Benefits: We invest in our people through a wide range of programs and benefits, including: • Competitive pay and bonuses as well as a generous retirement plan and employee stock purchase plan with matching contributions • Flexible and remote work opportunities • Health care benefits (medical, dental, vision) • Tuition assistance • Wellness programs (fitness reimbursement, Employee Assistance Program) Our policies may change as our working lives evolve. Yet, our commitment to supporting our associates’ well-being and addressing the needs of our clients, business, and communities is unwavering. T. Rowe Price is an equal opportunity employer and values diversity of thought, gender, and race. We believe our continued success depends upon the equal treatment of all associates and applicants for employment without discrimination on the basis of race, religion, creed, color, national origin, sex, gender, age, mental or physical disability, marital status, sexual orientation, gender identity or expression, citizenship status, military or veteran status, pregnancy, or any other classification protected by country, federal, state, or local law.