Position Summary
The Director, Corporate & Commercial is a senior attorney within the Legal Department responsible for providing practical, business-oriented legal counsel across a broad range of corporate, commercial and transactional matters.
Reporting to the General Counsel, the Director will independently manage significant areas of legal work, advise business and functional leaders, support strategic initiatives and work closely with the Contracts organization and other departments across the enterprise.
The position requires strong business judgment, the ability to independently manage sophisticated legal matters and sound judgment regarding when matters should be elevated due to their complexity, significance or enterprise impact.
Key Responsibilities
Corporate and Governance Matters
Manage subsidiary and affiliate governance, including corporate resolutions, consents and other entity actions.
Advise regarding corporate authority, delegations, intercompany arrangements and organizational structures.
Support corporate restructurings, investments, joint ventures and other strategic corporate initiatives.
Partner with Legal Operations on entity records, governance documentation and related processes.
Identify and address governance or structural issues requiring legal attention.
Financing and Secured Transactions
Serve as a resource regarding the Company's asset-based lending facility and other financing arrangements.
Advise regarding credit agreements, amendments, waivers, consents, guarantees, lender requirements, collateral and covenant matters.
Advise regarding UCC Article 9, security interests, liens, purchase-money security interests, consignments, inventory arrangements and title-transfer issues.
Support significant financing and refinancing transactions.
Coordinate with Finance, Treasury and outside financing counsel as appropriate.
Commercial Legal Matters
Provide substantive legal advice regarding significant commercial relationships and business arrangements.
Serve as the primary legal resource for complex matters escalated by the Contracts organization.
Advise regarding indemnification, limitations of liability, warranties, exclusivity, termination rights, insurance, risk allocation, intellectual property, data rights and other material contractual issues.
Advise business leaders regarding interpretation of significant contractual rights and obligations.
Support significant manufacturer, supplier, customer, technology and other strategic business relationships.
Assist with the resolution of contractual disputes and recurring commercial legal issues.
The Contracts organization will continue to lead contract intake, workflow, negotiation processes, execution, administration and related contracting operations.
Strategic Transactions
Support acquisitions, divestitures, investments, joint ventures and other strategic transactions.
Participate in legal due diligence and risk assessment.
Draft, review and negotiate transaction documents.
Coordinate with business stakeholders and outside counsel.
Support transaction execution, closing and post-closing integration activities.
Intellectual Property
Manage the Company's trademark and other intellectual-property portfolio.
Coordinate trademark applications, renewals and enforcement matters with outside intellectual-property counsel.
Advise regarding copyrights, trade names, licensing, intellectual-property ownership, work-made-for-hire arrangements and development arrangements.
Advise regarding brand protection and intellectual-property issues arising in commercial relationships.
Establish processes to identify, protect and appropriately document Company intellectual property.
Technology, Data and Artificial Intelligence
Advise regarding software licensing, SaaS arrangements, technology procurement, development arrangements and other technology transactions.
Address commercial and contractual issues involving data ownership, data use, artificial intelligence and…