Counsel

DESCRIPTION:

Duties: Manage portfolio of the firm's subsidiary legal entities, including significant operating entities from a corporate secretary and governance perspective. Provide advice on corporate governance matters. Draft legal documents including legal entity governing documents, consents, powers of attorney, and secretary's certificates. Draft and review materials for subsidiary board meetings, including board and committee agendas, presentations, minutes, and resolutions. Develop process-based and technology solutions to improve corporate secretary and governance support for subsidiaries. Provide legal advice to operations teams regarding the development and implementation of proprietary technology solutions to manage and enhance workflow, task management and other functions for various legal processes relating to subsidiary management and to meet regulatory requirements. Develop and manage processes to ensure North America subsidiaries comply with internal policies and applicable laws and regulations, among other internal and external requirements. Conduct subsidiary board meetings as the secretary or assistant secretary of such subsidiaries. Maintain legal entity books and records. Facilitate the onboarding and integration of acquired subsidiaries across North America including with respect to compliance with internal policies, director and officer elections and resignations, and review of governing documents. Support processes relating to signing authorities for legal entities, including responding to queries relating to governance and signing authority raised by various stakeholders. Coordinate with legal and business colleagues to ensure that the appropriate individuals are authorized to execute critical business matters. Coordinate onboarding of acquired subsidiaries across North America with cross-departmental teams, including advising on internal and external requirements for this process. Assist with internal restructuring and capital action projects, including reorganizations and mergers, legal entity creation and dissolution, capital investments, dividends, earning remittances, and contributions. Manage various internal policy documents and procedures, including serving as subject matter expert on their content and overseeing or conducting the annual revisions to these documents and procedures. Oversee compliance of the firm's subsidiaries with policy requirements and maintain related procedures, guidance documents, and templates. Perform corporate governance legal research and analysis of state and federal corporate laws, draft memoranda, and conduct research in minute books and otherwise on legal entity history. Support and provide legal assistance to various departmental projects and collaborate with cross-functional teams of attorneys and non-legal support staff to deliver results. Train, manage and coordinate paralegal support for North America subsidiary management team.

QUALIFICATIONS:

Minimum education and experience required: Juris Doctor (JD) plus three (3) years of experience in the job offered or as Counsel, Senior Counsel, Legal Operations Associate/Analyst, or related occupation.

Skills Required: This position requires three (3) years of experience with the following: applying substantive and technical aspects of corporation law including statutory, regulatory, corporate governance, and industry- standard requirements to legal entities in the U.S. and Canada; maintaining corporate books and records for legal entities in the U.S. and Canada; drafting legal documents, including legal entity governing documents, resolutions, minutes, powers of attorney, and secretary's certificates for legal entities in the U.S. and Canada; conducting legal research to support legal entity compliance with corporate laws and regulations; managing a portfolio of 20+ highly regulated subsidiary legal entities; coordinating, preparing, organizing and delivering agendas and materials for routine and ad-hoc board meetings for 4+ legal entities with 10+ subsidiary board meetings per year; developing forward looking calendars to track topics, matters arising, key contacts, and presenters; drafting board meeting presentations; engaging in legal entity audits including identifying and resolving any possible gaps; conducting annual and periodic elections of board members and officers in compliance with internal and external requirements, such as registration with external regulators; identifying, managing, and tracking board members' conflicts of interest with other positions taken internally and externally; preparing and maintaining corporate governance and signing authority policies, related procedures, and guidelines for various internal corporate governance processes for 1,000+ legal entities worldwide; partnering with operational working groups to implement technology solutions for legal processes involving the improvement of existing manual workflows that provide corporate secretary and governance support for subsidiaries; supervising or training junior legal professionals and support staff including providing guidance and coordinating tasks. This position requires the following license(s): Must be admitted to practice as an attorney in any jurisdiction.

Job Location: 8181 Communications Pkwy, Plano, TX 75024.