Description:

Job Summary:
The Assistant General Counsel is responsible for providing advice, legal counsel and risk assessment to A Wholesale Company regarding SEC and NYSE reporting and compliance, corporate governance matters, corporate secretarial support, capital markets affairs and M&A. Serves as the primary legal support for a variety of business professionals, such as senior management, company executives and/or leadership of key GSC functions including accounting, finance, treasury, tax, corporate development and investor relations. Manages and selects outside counsel and develops strategies to support key initiatives for the overall organization, including mergers, acquisitions, divestitures, joint ventures and securities offerings.

Responsibilities:

Securities and Corporate Governance

Provide daily advice and counsel regarding compliance with federal securities and corporate laws, as well as applicable rules and regulations of the New York Stock Exchange (NYSE)
Provide support for the board of directors, including preparing and reviewing agendas, materials and minutes for the board and its committees
Prepare and review U.S. Securities and Exchange Commission (SEC) filings, including periodic and current reports, Section 16 filings and proxy statements
Review press releases, earnings releases, investor presentations and other significant public disclosures
Advise, develop compliance processes and coordinate training on applicable securities law issues and various corporate governance policies and practices, including the company's insider trading policy, trading windows and Regulation FD compliance
Structure, negotiate and document debt and equity financings
Stay up-to-date on securities-related regulatory developments and provide tailored advice regarding potential impacts and solutions
Assist the legal team on various other corporate matters, including entity management

Mergers & Acquisitions

Act as lead counsel and manage the legal aspects of mergers, acquisitions, divestitures and joint ventures, including negotiations, due diligence and review of documents and issues
Coordinate and lead integration efforts on behalf of the legal team
Develop form agreements and guidance to enhance efficiency

Functional Responsibilities

Manage outside counsel fees and costs
Participate in cross-functional teams to provide legal guidance and to support the development and execution of enterprise-wide initiatives, policies and strategies
Deliver data-driven reporting that informs senior leaders on progress and effectiveness of initiatives
Enhance the securities, corporate governance and M&A function through process automation and legal technology
Provide guidance to paralegals and/or junior level attorneys
Represent the legal team in industry, professional and community affairs

Education/Experience:

Juris Doctorate from an accredited law school with strong academic credentials required
6+ years legal experience, including at least 5 years practicing at either a major law firm or in-house legal department focusing on a broad range of securities and corporate governance matters (can be a combination)
Direct experience personally drafting Securities Act and Securities Exchange Act filings, including periodic reports, proxy statements, Section 16 reports and registration statements
Experience advising board of directors and senior executives regarding governance and securities issues
Corporate transactional experience in all aspects of due diligence, risk assessment, drafting and negotiating transaction documents for acquisitions and divestitures
Prior in-house experience at a public company preferred
Excellent management skills and business judgment with a capacity to make decisions and give practical advice, which demonstrates an understanding of overall business objectives and the “big picture” risks/rewards of each situation
Strong organizational skills, flexibility and ability to thrive in a fast-paced environment, using methodical problem solving and decision making to resolve ambiguity
Proactive personality, eager to learn new areas of the law and committed to understanding the industry and the company's business
Ability to communicate effectively and convey critical information to a non-legal audience is imperative
Must uphold the highest standards of discretion and confidentiality

Skills:
Excellent verbal/written communication and interpersonal skills with an ability to provide sound, clear legal advice to senior executives and other A Wholesale Company senior leaders; creative problem solving; aptitude to work collaboratively; ability to effectively and efficiently manage multiple time-sensitive projects simultaneously; strong leadership skills and client service orientation. Ability to manage high volume of employment, litigation and contract matters.

Language Skills:
Above-average command of English, both oral and written, and excellent grammar, proofreading, punctuation and spelling skills.

Mathematical Skills:
Above-average arithmetical skills.

Physical Demands:

The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions of this job.
High energy level required. Ability, physically and mentally, to simultaneously handle several tasks. Candidate must be able to sit for long periods of time and undertake lengthy typing tasks. Candidate must be able to multitask without error and be able to handle stress in a positive manner.

Work Environment:

The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job, including the ability to conduct confidential conference calls/meetings.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions of this job. An individual should contact their supervisor or the human resources department if they believe that an accommodation is needed.
This job description is not designed to cover or contain a comprehensive listing of activities, duties or responsibilities that are required for the role. Duties, responsibilities and activities may change or new ones may be assigned at any time with or without notice.