Counsel 2 - Corporate Legal Services (Hybrid)

Description:

What we do:
An American Holding Company is organized by lines of business (Life Insurance, Annuities, Mutual Funds, Retirement Plans, and Employee Benefits), which are supported by An American Holding Company (Corporate Development; Finance; Internal Audit; Legislative, Regulatory & Policy; Office of the CEO; People and Places; Brand; Corporate Affairs; Risk; and Technology).
Job Description Summary:
This position sits within the Corporate Legal Services team, which oversees the legal entity structure and maintenance and corporate governance for An American Holding Company and provides legal support for external and internal (captive) reinsurance, An American Holding Company's Treasury function, corporate real estate transactions, and mergers & acquisitions.
Job Description:
Responsibilities:

• Assist in all aspects of M&A transactions, including overseeing due diligence and supporting internal counsel in the drafting and negotiation of transaction documents, including letters of intent, purchase agreements, and all ancillary transaction documents. Responsible for certain M&A transactional documents, including non-disclosure agreements, and for development and maintenance of form documents for transactions.
• Provide legal advice and support on corporate governance matters, including legal entity maintenance, formation, and elimination, and certain board and shareholder meetings.
• Support related regulatory matters, including assisting with the facilitation of regulatory approval processes for transactions.
• Advise on insurance holding company act-related matters (including related to intercompany agreements and dividends).
• Assist with corporate treasury matters on an as-needed basis.
• 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.
• Coordinate and oversee legal matters handled by outside counsel.
• Identify gaps in corporate policies related to legal issues and works on addressing those gaps.
• Largely work with independent judgment, consulting with more senior attorney as needed.
• Identify needs for, participate in departmental and cross-functional working groups in identified areas of expertise or development.

Qualifications:

• JD from an ABA accredited law school
• A minimum of two years of relevant legal experience, including drafting and negotiating of transaction documents and corporate governance related documents
• 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

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