Corporate Counsel

Build your career. Challenge the process. Collaborate & Engage.  Build your career with Clemens Food Group and be a part of an exciting, collaborative, team environment. At Clemens Food Group, we want you to constructively challenge and have your ideas heard.  We are looking for diverse individuals who push the limits and think outside the box!

In this role, you will serve as a subject matter expert responsible for providing timely and thoughtful guidance, direction, and assistance in a wide variety of legal matters to various internal business units. You anticipate needs and coordinate solutions for day to day issues and requests.

Responsibilities:

• Review, draft and/or negotiate a large variety of legal documents and commercial contracts including: a variety of services and vendor contracts, manufacturing and/or supply contracts, non-disclosure agreements, consulting agreements, and distribution and licensing agreements.
• Partner with internal stakeholders to negotiate and execute contracts with external vendors and customers.
• Research and evaluate risk factors from a legal perspective regarding business decisions and operations; provide legal advice and support to internal stakeholders to mitigate risks while accomplishing the preferred path forward.
• Lead and/or assist with M&A and strategic corporate transactions, including conducting and coordinating due diligence, drafting term sheets and agreements, managing closings and post-acquisition integration, and effectively managing external advisers.
• Lead and/or assist with the preparation of weekly, monthly, and quarterly legal, and financial reports and presentations.
• Lead and/or assist with the preparation and presentation of various issues to internal clients and management together with analyses, options, and recommendations.
• Lead and/or assist in the management of litigation for the Company, including coordinating document productions, reviewing drafts of pleadings and other filings, coordinating the deposition of internal stakeholders, and preparing and implementing case strategies.
• Lead and/or assist the Legal Department on corporate governance and Board matters, including the preparation of materials, coordination of agendas, drafting of minutes and monitoring and ensuring compliance with Board and Committee responsibilities.
• Lead and/or assist in the drafting and/or revising Shareholder Agreements and other corporate documents.
• Provide day-to-day legal counseling on general corporate matters.
• Interact and collaborate with a variety of departments within the Company at all levels, including the Executive Team.
• Ensure all legal files are up-to-date, organized, and properly stored in relation to all ongoing document retention policies and legal hold notices.

• Support and/or assist the Shareholder Services Office in managing Shareholder relationships and expectations.
• Provide guidance and legal advice on real estate portfolio matters, letters of intent, commercial leases, amendments, SNDAs, estoppel certificates, agreements of sale, easements, restriction agreements, development agreements, and closing documents.
• Run ad hoc projects and initiatives as required.

Essential Functions:

• Excellent oral and written communication skills, with a commitment to outstanding work product
• Analyze information and effectively propose solutions
• Strong consultative, facilitation, project management and presentation skills
• High degree of professionalism and confidentiality
• Ability to negotiate effectively
• Experience working independently and cross-functionally
• Experience taking on complex projects
• Demonstrated flexibility and organizational skills to manage numerous and sometimes competing responsibilities of varying urgency within a fast-paced work environment

• Ability to translate legal requirement into practical guidance and formulate creative solutions to accomplish the company’s objectives

Basic Qualifications:

• Juris Doctor degree required
• Member in good standing of the Pennsylvania bar
• Minimum of five (5) years of relevant legal experience in a law firm or in-house setting
• Experience in corporate governance a significant plus
• Experience in transactional work a plus
• Fluency in Spanish a plus