Senior Corporate Counsel - M&A Focus

Description:

Core Responsibilities

Mergers & Acquisitions and Corporate Development

• Serve as The Legal Department's Day-To-Day Lead Attorney Aligned with The Corporate Development Department (corpdev), Which Oversees Mergers and Acquisitions, Key Strategic Partnership Opportunities, and Other Growth Initiatives; Act as Lead Counsel on Assigned Acquisitions, Divestitures, Joint Ventures, Partnerships, Investments, and Other Transactions.
• Manage Assigned Transactions from Intake Through Post-Closing Integration, Including Structuring, Legal Due Diligence, Drafting and Negotiating Transaction Documents, Regulatory Approvals (including Antitrust/hsr), Closings, and Post-Closing Obligations; Identify Legal Risks and Recommend Practical, Business-Oriented Solutions.
• Maintain Visibility and Status Tracking Across All Open Corpdev Projects and Legal Workstreams; in Coordination with The Director and Associate General Counsel, Triage Incoming Matters and Help Allocate Work Among the Department's Transactional Attorneys and Subject-Matter Experts to Ensure Efficient and Streamlined Delivery of Legal Services; Keep Legal Department Leadership Apprised of Material Developments.
• Partner Closely with Corpdev Leadership on Strategic Priorities, Timelines, and Risk Tolerance; Develop Templates, Playbooks, and Workflows to Improve Consistency, Quality, and Speed; Manage Outside Counsel Scope, Work Product, and Budgets.

General Transactional and Leadership

• Provide Legal Advice and Counsel to Executives, Directors, and Other Business Clients, Exercising Independent Judgment Across M&a and General Corporate and Commercial Matters; Proactively Identify Potential Legal Issues.
• Support and Participate in Enterprise Initiatives and Programs Led by Legal — Such as Compliance, Corporate Governance, Information Governance, and Corporate Responsibility & Sustainability — Including Serving in Program Roles as Assigned.
• Represent the Department on Cross-Functional Task Forces and Committees.
• Demonstrate Leadership Through Initiative and Informal Mentoring of Other Attorneys, Paralegals, and Legal Staff.

Administrative:

• Pursue Continuing Legal Education on M&a, Industry Developments, and Company Strategies; Timely and Accurately Maintain Matter Status, Contract Information, and Time Logs in The Department's Legal Technology Systems; Ensure Accurate and Timely Outside Counsel Billing.
• Perform Various Other Tasks, as Assigned.

Professionalism

• Exercise Independent Professional Judgment; Provide Candid, Accurate Advice to Clients and Ensure Truthful, Accurate Communications with Third Parties. Promptly Escalate Ethical Concerns, Conflicts of Interest, or Professional Responsibility Issues Through Appropriate Channels.
• Maintain Strict Confidentiality of All Client Communications, Legal Advice, and Sensitive Business and Personnel Information Consistent with Attorney-Client Privilege and Applicable Professional Standards.
• Work Within the Department's Established Structure, Reporting Relationships, and Matter Assignment Processes; Accept and Diligently Pursue Assigned Work, Including Matters Outside Preferred Practice Areas; Maintain a Full and Productive Workload; and Communicate Capacity Proactively to The Supervising Attorney. Work in Assigned Office Space and Adhere to Department Workspace and Availability Expectations.
• Provide Consistent, Equitable Service to All Assigned Clients, and Demonstrate the Organizational Skills and Collaborative Approach Needed to Manage Multiple Priorities in A Team Environment.

Legal Technology and Ai Enablement

• Leverage the Department's Legal Technology Platforms — Including Matter Management, Contract Management, Document Management, and Other Systems as Adopted — to Support Efficient Delivery of Legal Services.
• Utilize Ai and Generative Ai Tools to Enhance Legal Research, Drafting, Document Review, and Other Attorney Workflows, Consistent with Applicable Professional Responsibility Rules, Company Policies, and Confidentiality Requirements.
• Support Evaluation and Rollout of New Legal Technology by Participating in Piloting and Providing Substantive Feedback to Inform Adoption Decisions Across the Department.
• Stay Current on Emerging Legal Technology and Ai Trends Relevant to Legal Practice and Proactively Identify Opportunities to Improve Quality, Efficiency, and Client Service in Day-To-Day Work.

Education, Licensure, Experience, and Qualifications
Required:

• Bachelor's Degree and Juris Doctor from An Accredited Law School; Licensed to Practice Law in Oklahoma in Good Standing, or Licensed in Good Standing in Another State and Willing to Immediately Pursue Oklahoma Licensure.
• Minimum of 8 Years Practicing Law at A Regional or National Law Firm And/or as Corporate Counsel, Including at Least 5 Years of Substantial M&a Experience and Prior Mentoring, Supervisory, And/or Project Leadership Experience.
• Demonstrated Experience as Lead Counsel on M&a Transactions, Including a Working Knowledge of Antitrust/hsr Analysis and Premerger Notification Filings, with A Track Record of Successful Project Management — Including Stakeholder Coordination, Timeline Oversight, and Deliverable Execution — and The Ability to Monitor and Prioritize a High Volume of Concurrent Matters.
• Sophisticated Understanding of Deal Structuring and Acquisition Financing, Including Tax-Informed Entity and Transaction Structures, Purchase Price and Consideration Mechanics, and Debt and Equity Financing Arrangements.
• Experience Structuring Joint Ventures, Minority Investments, and Transactions Involving Complex Private Ownership Structures — Including Multi-Entity Holding Companies — with A Strong Command of Governance Rights, Approval Requirements, Transfer Restrictions, and Exit Mechanics.
• Deep Experience Negotiating Risk Allocation in Private Transactions, Including Representations and Warranties, Indemnification Structures, Escrows and Holdbacks, and Representations and Warranties Insurance.
• Strong Judgment, Discretion, Risk Assessment, and Contract Drafting and Negotiation Skills; Ability to Handle Highly Confidential, Market-Sensitive Information; Exceptional Communication Skills and Practical Business Acumen.
• Proficiency in Microsoft Office Suite and Online Legal Research Platforms.

Preferred:

• Prior In-House Corporate Legal Department Experience, Particularly with A Large, Privately Held or Family-Owned Enterprise.
• Experience with Capital Markets and Securities Matters, Such as Debt Offerings, Private Placements, or Investor-Side Representation in Connection with Portfolio Company Public Offerings.
• Industry Legal Experience in Transportation, Logistics, Retail, Energy, or A Related Field.
• Demonstrated Experience Leveraging Ai and Generative Ai Tools to Improve the Quality and Efficiency of Legal Work.

Physical Demands:
Typical Physical Demands:

• Requires Prolonged Stationary Positions and Some Positioning of Self to Access Under-Desk Storage or Low Filing Drawers.
• Occasional Moving of Equipment And/or Lifting (up to 25 Pounds).
• Continuous Operation of Office Equipment (e.G., Keyboard, Copy Machine/printer, and Calculator).
• Ability to Perceive Sound at Normal Speaking Levels with Or without Correction, and Visual Acuity to Perform Activities Such as Preparing and Analyzing Data and Figures, Transcribing, Viewing a Computer Terminal, and Extensive Reading.
• Evening and Weekend Work as Business Needs Require; Extended Hours May Be Frequent During Active Transactions and Periods of High Deal Volume, Consistent with The Cyclical Nature of M&a Practice.
• Possible Infrequent Overnight Travel.

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