Description:
An Adhesive Manufacturing Company is seeking an experienced attorney to serve as Legal Counsel - M&A and Corporate Transactions as part of the Corporate, Securities and Governance and Transactional Law teams.The Legal Counsel – M&A and Corporate Transactions will also be responsible for working with numerous An Adhesive Manufacturing Company business teams and other members of the Law Department (including the Intellectual Property and the Litigation and Ethics & Compliance teams) and the Corporate Development team to structure, draft, negotiate and manage the execution of acquisitions and divestitures and commercial contracts on behalf of the An Adhesive Manufacturing Company. You will manage various types of commercial arrangements (e.g., confidentiality agreements, software licenses, master services agreements, professional services agreements and business process outsourcing agreements) with customers and vendors to ensure consistency with An Adhesive Manufacturing Company risk and governance structures, contractual commitments and compliance obligations.
The role will work closely with new business development teams, sales, operations, client relationship teams, and executives in various business and competency units to support their efforts while also ensuring such parties adherence to applicable standards and procedures. In addition, will deal directly with third parties, such as sellers, vendors, suppliers and consultants while representing An Adhesive Manufacturing Company interests.
This is a rare opportunity to act as a key contributor in a variety of transactions while working across the enterprise and gaining experience with and knowledge of our many businesses.
The Legal Counsel – M&A and Corporate Transactions reports to the Assistant General Counsel – Corporate and will support mergers, acquisitions, divestitures and other corporate transactional activities on a global basis, with dotted line reporting to the Assistant General Counsel – Transactional.
This attorney will be responsible for the full spectrum of legal mergers and acquisitions and other strategic acquisition-related activities. This attorney will interact with the executive committee and other business leaders, as well as outside counsel and play a key role in strategic negotiations that enable H.B. Fuller to continue to identify new technology, opportunities for business expansion and improved business solutions and processes for the company regarding a wide variety of matters.
- Serves as a business advisor to provide practical, business-oriented legal advice and counsel, including appropriate risk assessment
- Work with external counsel, in-house counsel, paralegals and admin staff as needed to successfully carry out day-to-day activities pertaining to Company's M&A and transactional responsibilities
- Ability to communicate effectively and administer legal advice effectively to individuals at all levels within the organization. Demonstrates many of the strategic competencies of company leaders
Primary responsibilities include:
Global Mergers & Acquisitions (65%)
- Independently lead legal team for many M&A transactions and partner with the General Counsel or the Assistant General Counsel on certain other M&A transactions
- Act as a critical contributor in all legal aspects of corporate transactions, including by advising on legal risks, drafting and negotiating deal documentation, orchestrating legal due diligence and coordinating closings. Coordinate and align with business leaders, subject matter experts, and operations across the enterprise
- Efficiently manage outside counsel to deliver high quality legal work product and advice reflecting legal, strategic and business interests, priorities, and imperatives in a timely manner
- Participate in the design and provision of training to internal teams, and in the continual assessment and improvement of M&A and other processes and procedures
- Lead due diligence review of a potential target, including working closely with subject matter experts designated for M&A transactions
- Draft/negotiate definitive agreements such as asset purchase/stock purchase agreement/joint venture agreements/venture capital funding agreements
- Work alongside the business unit attorney in drafting and negotiating ancillary agreements such as leases, employment agreements, supply agreements, etc.
- Drafting, reviewing, and negotiating various forms of domestic and international contracts, including sales; supply chain and logistics agreements; various technology/IT contracts including, hardware, software, and service contracts; consulting contracts; vendor and supplier agreements; non-disclosure agreements.
- Working closely with internal business clients and Law Department and Compliance colleagues in identifying, assessing, and advising on various regulatory issues
- Assist the with the implementation of new contracting processes, policies and procedures, including building, training and monitoring processes
- Support the legal team as requested, including with respect to corporate governance, subsidiary management, SEC reporting, commercial, litigation and other matters
Minimum Qualifications:
- Education: Doctorate of Jurisprudence (JD) from an accredited law school; strong academic credentials
- Admitted to practice law in Minnesota or eligible for admission
- Work experience: At least eight (8) years of experience in some or all of the following areas: mergers, acquisitions, divestitures, and other complex corporate transactions, securities, tax, antitrust and exposure to related international law
- Willingness to travel domestically and internationally
- Excellent legal and business judgment skills
- Demonstrated ability to partner with and influence executives and stakeholders on strategic plans for H.B. Fuller by anticipating future trends and risks and preparing the company to meet those challenges.
- Excellence in resourceful problem solving, detailed analysis, and issue resolution of complex problems.
- Excellent verbal and written communication and interpersonal skills; experience and comfort working with and advising business internal clients directly—must be fluent English speaking and writing.
- Highly responsive with a service-oriented attitude
- Ability to successfully lead process improvement initiatives around our approach to mergers and acquisitions that drive efficiencies impacting the legal team and the organization
- Proactive in pursuit of continuous improvement, learning new skills, and addressing clients' business needs with practical solutions
- Extremely organized and process-oriented, with the ability to juggle multiple transactions and manage the each from start to finish
- Ability to work under pressure, prioritize, and manage workloads to meet deadlines in a challenging and fast-paced environment
- Flexibility to assist the legal department in its activities and its mission as needs arise
Preferred Qualifications:
- International experience will be a plus.
- Additional languages preferred.
- IT Skills: Windows, Excel, PowerPoint, Outlook. Experience with business data systems will be valued (e.g. SAP, SharePoint, etc.).
