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SalaryJob Title:
Associate General Counsel, Corporate and M&A.
This position will be located at Guaranteed Rate’s offices at 3940 N. Ravenswood, Chicago, IL 60613.
Job Description:
Guaranteed Rate is building a winning team to reinvent the mortgage experience through innovation, technology, and a relentless focus on providing industry-leading mortgage products and superlative customer service. The Associate General Counsel will embrace and support these efforts by assisting with corporate transactions (with a focus on M&A and joint ventures), corporate governance, and other corporate legal and commercial contract matters. The ideal candidate will be able to work independently, solve problems creatively, prioritize relentlessly, exercise business judgment soundly, and operate with a sense of urgency to get things done. The Associate General Counsel must be sufficiently experienced in leading M&A and other critical corporate transactions and ready to quickly assume responsibility for corporate matters early into the position. The Associate General Counsel will report to the General Counsel and work closely with leadership and support all levels of management.
Job Responsibilities:
Strong focus on M&A; must be able to take on the role of lead M&A counsel, providing leadership and/or support for all elements of transactions, including structuring, overall due diligence, documentation, and coordinating signing and closing
Lead other critical corporate transactions, including joint ventures, and strategic investments and initiatives.
Draft, negotiate and interpret non-disclosure agreements (NDAs), letters of intent (LOIs), investor rights agreements, stock purchase agreements, asset purchase agreements and operating agreements.
Provide corporate governance support, including taking and drafting Board meeting minutes, preparing written consents and resolutions, and otherwise assisting in managing the corporate books and records for the Company and its subsidiaries.
Support the Company’s subsidiary formation and management.
Manage cap table and advise on various corporate law, securities and shareholder matters
Draft employment agreements and assist with equity compensation plans and matters.
Work closely with Deputy General Counsel, Transactions in drafting and negotiating warehouse lines and other debt facilities, mortgage servicing rights (MSR) sales agreements, mortgage loan correspondent and broker agreements, and other capital markets agreements, and other types of commercial contracts.
Regularly advise business stakeholders and members of the legal, finance and compliance departments on matters related to areas of responsibility and the Company’s obligations under various agreements.
Flag and escalate appropriate matters to other subject matter experts, including the litigation, commercial transactions, and regulatory compliance teams.
Provide training to internal clients on contracts and other key legal matters.
Experience/Qualifications/Skills:
A minimum of 10 years of relevant corporate law experience, with significant experience handling M&A transactions.
Must have solid experience with acquisition agreements and related securities filings and other documentation utilized in complex M&A and private equity transactions.
Experience supporting and leading aspects of corporate transactions, including drafting and negotiating NDAs and LOIs, conducting and facilitating due diligence, advising on deal structure, drafting, and negotiating deal agreements, and managing deal execution and integration.
Experience working with and supporting Boards of Directors, managing corporate documents, books, and records, advising on corporate law matters, and forming and maintaining various types of legal entities.
Private equity, executive compensation, tax, and/or commercial contract experience is preferred.
Prior financial services industry experience, especially mortgage transactions and regulatory experience, a significant advantage; proven success in supporting fast-growing, highly entrepreneurial companies is highly desired.
Strong project management skills and ability to complete projects with minimal supervision under tight timelines.
Strong drafting and negotiation skills.
Can-do “roll up your sleeves” mindset.
Sound business judgment and ability to strike right balance between legal risks and business goals.
Willingness to learn the business and build strong relationships with internal stakeholders.
Detail-oriented with excellent organizational skills.
Self-motivated with strong work ethic.
Clear, concise, and persuasive oral and written communication skills.
Ability to work collaboratively and cross functionally with a customer service mindset.
Proven track record of multi-tasking and working under a heavy workload with changing priorities.
Strong analytical and problem-solving skills.
Resilient with a sense of humor.
Prior in-house counsel experience a plus.
Minimum Requirements:
J.D. degree from an ABA-approved law school.
Licensed to practice law in at least one state and must be or be able to become licensed in Illinois. Illinois bar members preferred.
