Assistant General Counsel - M&A and Securities
Responsibilities:
M&A
Manage all legal aspects of mergers, acquisitions, joint ventures, minority investments, and other strategic transactions including overseeing due diligence and drafting and negotiation of transaction documents, including letters of intent, purchase agreements, and all ancillary transaction documents.
Lead transactional related to regulatory matters, including assisting with the facilitation of regulatory approval processes for transactions.
Securities Compliance
Collaborate with and provide advice to colleagues in Legal, Finance, Communications, and Investor Relations in reviewing 10-K, 8-K, 20-F, 6-K, and other disclosures and regulatory filings in compliance with SEC and NYSE standards.
Demonstrate in-depth knowledge of SEC rules and regulations (’33 and ’34 Act compliance), as well as requirements related to NYSE listings.
Experience with listed insurance companies and Foreign Private Issuers is a plus, as is knowledge of European regulations with respect to disclosure obligations and an understanding of International Financial Reporting Standards (IFRS).
Corporate Governance
May provide legal advice and support on corporate governance matters, including insurance holding company act compliance, legal entity maintenance, formation, and elimination.
May assist in certain financing transactions (e.g., credit facilities, securities offerings, etc.) on an as-needed basis.
Other Skills and Expertise
Manage legal matters provided to a number of in-house constituents, including senior management, within practice area(s).
Work on complex problems where analysis requires identification and evaluation of multiple factors and that impact significant areas of the company.
Advise business on issues impacting significant functional areas of the company.
Negotiate difficult disputes that may have a serious impact to the company.
Identify areas where new documents/templates are necessary.
Manage legal matters handled by outside counsel. Select outside counsel for matters from pre-selected counsel.
Provide significant input in evaluation of panel counsel within area/areas of expertise, to the extent panel counsel program is used in practice area
Identify gaps in corporate policies related to legal issues and works on addressing those gaps.
May have limited budgetary responsibility for specific cost center(s).
May manage and train more junior attorneys within practice area(s).
Largely work with independent judgment, consulting with more senior attorney as needed.
Identify needs for, participate in, and lead departmental and cross-functional working groups in identified areas of expertise or development; engage with senior leadership of the company on legal matters with minimal supervision.
Examples of responsibilities within specific practice areas: Negotiate high value vendor agreements; draft insurance policy forms; participate in professional organizations on behalf of the company; manage complex litigation and regulatory actions and communicates directly with regulators on behalf of the company.
Qualifications:
JD from an ABA accredited law school
A minimum of eight years of relevant legal experience
Licensed or eligible to practice in the applicable state
Ability to effectively communicate, both written and oral, with the intended audience
Ability to exercise sound judgment in a fast paced environment
Ability to exercise agility and adaptability in providing legal advice
Comfortable in a rapidly changing corporate environment
Proficient using MS Office
Preferred Qualifications:
Reinsurance related experience
Experience working with Foreign Private Issuers is a plus
Understanding of International Financial Reporting Standards (IFRS)
Working Conditions:
Office environment: hybrid or remote office location. Baltimore, MD, Cedar Rapids, IA or Philadelphia, PA location preferred.
Compensation:
The Salary for this position generally ranges between $170,000 - $215,000 annually. Please note that the salary range is a good faith estimate for this position and actual starting pay is determined by several factors including qualifications, experience, geography, work location designation (in-office, hybrid, remote) and operational needs. Salary may vary above and below the stated amounts, as permitted by applicable law.
Additionally, this position is typically eligible for an Annual Bonus based on the Company Bonus Plan/Individual Performance and is at the Company’s discretion.
This job description is not a contract of employment nor for any specific job responsibilities. The Company may change, add to, remove, or revoke the terms of this job description at its discretion. Managers may assign other duties and responsibilities as needed. In the event an employee or applicant requests or requires an accommodation in order to perform job functions, the applicable HR Business Partner should be contacted to evaluate the accommodation request.