Senior Counsel

This is a fully remote position, open to applicants in New York.

📋 Description

• Provide strategic and comprehensive legal guidance for FUJIFILM Holdings America Corporation, its subsidiaries, along with its ink and chemicals divisions.

• Manage the legal lifecycle associated with corporate and transactional agreements.

• Offer counsel on mergers, acquisitions, divestitures, corporate reorganizations, equity investments, corporate governance, dissolutions, joint ventures, strategic partnerships, and other general corporate issues.

• Draft, negotiate, and oversee strategic and complex documents related to corporate transactions, contracts, legal memoranda, standard-form agreements, templates, playbooks, and checklists.

• Prepare shareholder and board resolutions, meeting minutes, consents, officers’ and secretaries’ certificates, stock powers, LLC operating agreements, partnership agreements, plans and certificates of merger, and bylaw amendments.

• Manage M&A deal evaluations, multidistrict due diligence, structuring, negotiation, documentation, and closings.

• Advise on antitrust and competition laws, CFIUS, HSR filings, securities regulations, and industry-specific compliance.

• Oversee annual and periodic corporate filings with Secretaries of State across all 50 U.S. states and manage Canadian Annual Returns under the CBCA.

• Prepare and maintain corporate records for both domestic and international legal entities.

• Handle ISC registers in Canada and CTA reports in the U.S.

• Develop best practices and templates for transaction documentation, due diligence processes, and corporate governance.

• Provide daily legal advice concerning domestic and cross-border transactions, contracts, compliance, and operational issues.

• Draft, review, negotiate, and manage commercial agreements within the ink and chemicals manufacturing sectors.

• Collaborate with tax, finance, and HR departments regarding deal structures, working capital, equity/compensation, and employment transitions.

• Supervise specialized outside legal counsel.

• Assist with antitrust, trade, and environmental compliance, pre-litigation activities, dispute resolution, government inquiries, investigations, and settlements.

• Prepare reports and recommendations for management.

• Monitor global legislative, regulatory, and judicial developments.

• Design and provide legal training on corporate governance, M&A, entity management, RWI, contract management, antitrust compliance, and industry-specific manufacturing regulations.

• Perform additional duties as assigned.

⛳️ Requirements

• A minimum of 12 years of relevant experience in corporate law firms and/or in-house legal departments, with a focus on M&A and corporate governance.

• Proven track record in managing complex domestic and cross-border transactions, commercial contracts, general corporate matters, M&A, divestitures, joint ventures, equity investments, dissolutions, reorganizations, capitalization, integration planning, post-closing implementation, escrow/holdback/earnout mechanics, transition services, restrictive covenants, and commercial contract negotiations.

• In-depth knowledge of Delaware General Corporation Law and provincial and federal statutes in Canada.

• Legal experience or demonstrable knowledge of, or interest in, the ink and chemicals manufacturing industries, including environmental and trade compliance, is preferred.

• Familiarity with M&A insurance processes (RWI and claim handling).

• Exceptional verbal, written, and presentation skills.

• Ability to analyze, resolve, and clearly articulate legal issues.

• Capacity to work independently and collaboratively, managing multiple concurrent projects accurately and on time.

• Ability to collaborate with multicultural teams and companies operating across different time zones; occasional travel may be required.

• Strong skills in planning, prioritizing, organizing, communication, multitasking, problem-solving, and interpersonal relations.

• Ability to work collaboratively across business divisions, functions, and geographies, effectively communicating with colleagues at all levels.

• Ability to comprehend business objectives and apply them to transactions and commercial contracts.

• Capacity to work under tight deadlines and adapt to rapidly changing priorities.

• Experience in a fast-paced, dynamic work environment.

• A college degree and a Juris Doctor degree from an accredited law school.

• Licensed to practice law and in good standing with the state bar in the attorney’s work location.

• Familiarity with antitrust matters, CFIUS, and HSR compliance.

• Ability to navigate multinational legal and regulatory issues affecting global corporations.

• Strong project management capabilities.

• Proficient in technology and operations.

• Budget-conscious approach.

• A cover letter and resume are required.

• Two supervisor references may be requested from applicants under serious consideration.

🏝️ Benefits

• Medical insurance

• Dental insurance

• Vision insurance

• Life insurance

• 401k

• Paid Time Off

• Flexible work environment