Senior Counsel

📋 Description

• Draft, negotiate, and manage a diverse range of strategic and intricate corporate transaction documents, contracts, and legal memos, while creating standard form agreements, templates, playbooks, and checklists. This includes, but is not limited to: confidentiality and non-disclosure agreements, letters of intent, letters of interest, memorandums of understanding, exclusivity agreements, due diligence request lists, process letters, non-binding offers, issue lists, stock purchase agreements, disclosure schedules, transition services agreements, intellectual property assignment agreements, technology transfer agreements, asset purchase agreements, bills of sale, assignment and assumption agreements, manufacturing supply agreements, merger agreements, term sheets, shareholder agreements, voting agreements, intra-company service agreements, joint venture agreements, joint development agreements, IP license agreements, RSU/Option plan assumptions, executive employment contracts, credit agreements, commitment letters, loan agreements, promissory notes, closing checklists, subscription agreements, investors’ rights agreements, equity agreements, financing agreements, security documents, secondment agreements, and employment/retention agreements related to transactions.

• Prepare shareholder and board resolutions, meeting minutes, consents, officer’s certificates, secretary’s certificates, stock powers, LLC operating agreements, partnership agreements, plan of merger, certificate of merger, and bylaw amendments for U.S. legal entities, ensuring adherence to relevant corporate governance standards.

• Manage and advise on all facets of M&A transactions, including deal evaluation, multi-jurisdictional due diligence investigations and reporting, structuring, negotiation, documentation, and closing processes.

• Offer guidance on regulatory compliance, covering areas such as antitrust/competition laws, Committee on Foreign Investment in the United States (CFIUS) and Hart-Scott-Rodino (HSR) filings, securities laws, and industry-specific regulations.

• Expertise encompasses entity formation, general corporate matters, mergers, acquisitions, divestitures, equity investments, dissolutions, bankruptcy, spin-offs, carve-out transactions, stranded cost analysis, strategic equity partnerships, private equity and venture capital transactions, cross-border and international transactions involving multiple jurisdictions, as well as real estate transactions related to M&A activities.

• Structure and advise on earn-out and escrow mechanisms, alongside other strategic corporate transactions and reorganizations.

• Oversee or manage the preparation and timely submission of all required annual and periodic corporate reports with Secretaries of State across all 50 U.S. states where the company is authorized to operate.

• Ensure compliance with Canadian regulations, including the submission of Annual Returns under the Canada Business Corporations Act (CBCA).

• Prepare and maintain precise and complete corporate records for domestic and international legal entities in accordance with applicable corporate governance standards.

• Oversee or manage new mandated filings, including Individuals with Significant Control (ISC) registers in Canada and Corporate Transparency Act (CTA) reports in the U.S.

• Draft and manage board resolutions, meeting minutes, and written consents for both parent and subsidiary boards to uphold corporate governance compliance.

• Develop and implement best practices and templates for transaction documentation and due diligence processes.

• Create, refine, and implement best practices, process enhancements, templates, and checklists for transaction documentation, due diligence, and corporate governance to enhance efficiency, mitigate risk, and standardize workflows.

• Provide daily legal counsel and support for various domestic and cross-border corporate transactions, contracts, compliance, and operational matters affecting FUJIFILM’s software and information technology services subsidiaries.

• Draft, review, negotiate, and manage a wide array of strategic commercial agreements for software and IT services businesses, including but not limited to: partnership and joint venture agreements, joint development agreements, technology licensing and SaaS agreements, master services agreements, facilities and logistics services agreements, real estate leases and contracts, non-disclosure agreements, purchase orders, consultant agreements, and related documentation.

• Ensure that these contracts are in alignment with internal policies and applicable laws.

• Collaborate with tax, finance, and HR on deal structure, working capital, equity/compensation, and employment transitions, while supervising specialized outside counsel to ensure cohesive deal execution.

• Support antitrust, trade, and environmental compliance, pre-litigation, dispute resolution, government inquiries, investigations, settlement matters, and address other specialized issues with the help of external counsel resources.

• Provide actionable and sound legal advice, prepare reports, and offer recommendations to management on various corporate, transactional, and governance matters efficiently.

• Continuously track legislative, regulatory, and judicial developments globally that impact corporate governance, M&A, securities, antitrust, trade, and related legal fields, in order to proactively advise the business on potential implications and compliance obligations.

• Design and deliver training programs for FUJIFILM Holdings America Corporation and its affiliates on essential legal topics, including corporate governance best practices, M&A processes, entity management, representations and warranties insurance, contract management, antitrust compliance, and specialized regulations pertinent to software and IT services sectors.

• Perform other duties as assigned.

⛳️ Requirements

• A minimum of 12 years of relevant experience in corporate law firms and/or in-house legal departments, focusing on M&A and corporate governance, preferably within a multinational corporation.

• A proven track record of managing complex domestic and international transactions, commercial contracts, general corporate matters, mergers and acquisitions, divestitures, joint ventures, equity investments, dissolutions, reorganizations, capitalization issues, integration planning, post-closing implementation, escrow/holdback/earnout mechanics, transition services, and restrictive covenants, as well as commercial contract negotiations.

• Extensive knowledge of Delaware General Corporation Law and provincial and federal Canadian statutes.

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

• Legal experience or demonstrable knowledge of the software and information technology services industries is preferred.

• Exceptional verbal, written, and presentation skills, including business communications, legal presentations, training materials, and reports, with the capability to analyze, resolve, and clearly articulate legal issues.

• Proven ability to work independently and collaboratively while completing multiple concurrent projects accurately and promptly.

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

• Strong planning and prioritization, organizational, communication, multitasking, problem-solving, and interpersonal skills.

• Ability to swiftly understand business objectives and apply them to transactions and commercial contracts, delivering concise and practical solutions.

• Strong work ethic and the ability to simultaneously manage multiple business and legal projects.

• Ability to perform under tight deadlines and adapt to rapidly changing priorities.

• A college degree and a juris doctorate from an accredited law school, with academic honors preferred.

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

🏝️ Benefits

• Medical

• Dental

• Vision

• Life Insurance

• 401k

• Paid Time Off