The Woodmansee Group is a Retained Executive Search Firm representing a client who is a leading worldwide manufacturer, marketer and distributor of flooring and industrial solutions. They are seeking a General Counsel. This position is responsible for leading corporate strategic and tactical legal initiatives. The General Counsel provides senior management with effective advice on company strategies and their implementation, manages the legal function, and obtains and oversees the work of outside counsel. The General Counsel is directly involved in complex business transactions.
The ideal candidate will have proven General Counselexperience. Previous CPG and/or retailexperience is a plus, but not required.
Position reports to the CEO and is located in Boca Raton, FL.
The General Counsel participates in the definition and development of corporate policies, procedures and programs and provides continuing counsel and guidance on legal matters and on legal implications of all matters.
- Serves as key lawyer/legal adviser on all major business transactions, including acquisitions and divestitures.
- Judges the merits of major court cases filed against or on behalf of the company, works with the appropriate executive(s) to define a strategic defense and approves settlements of disputes where warranted.
- Assumes ultimate responsibility for ensuring that the company conducts its business in compliance with applicable laws and regulations.
- Oversees the selection, retention, management and evaluation of all outside counsel.
- Advises on legal aspects of the company's governance, including assessing and advising on current and future business structures and legal entities.
- Drafts, reviews and negotiates contracts and agreements relating to suppliers, customers, vendors and employees.
- Juris Doctor Degree with excellent academic credentials. Member of a state bar in good standing.
- Minimum of 10 years of relevant experience as an attorney for an manufacturer, distributor or related industry; or at a law firm with a practice specializing in labor and corporate law.
- Litigation experience, with an in-house background preferred
- Thorough knowledge of many areas of law relevant to the industry.
Key Required Skills, Knowledge and Capabilities:
Specific Areas of Concentration:
- Legal – Worldwide:
- Draft and/or review confidentiality agreements and NDAs
- Draft sales rep and distributor agreements
- Draft and/or review contractor, vendor, customer and supplier agreements
- Draft separation agreements, releases and offer letters
- Draft annual opinion letter for auditors
- Retain and monitor external legal counsel and contain legal expenses
- Compliance and Environmental/OSHA – North America:
- Ensure the corporation meets all regulatory requirements
- Facility compliance with OSHA and EPA regulations and rules
- Review all applications and permits for air and water
- Ensure product compliance such as Prop 65 and REACH requirements
- Ensure occupancy and business license compliance
- Review Phase I and Phase II reports
- Intellectual Property – Worldwide:
- Research new trademark requests
- Monitor and maintain trademark and patent registrations
- Prepare or obtain necessary support documentation
- Initiate/defend challenges and litigation against infringers
- Select IP counsel
- Participate in infringement trials
- Litigation – Worldwide:
- Receive service of process
- Review summons and complaint
- Retain attorney when necessary
- Handle EEOC matters (federal and state) and respond to complaints
- Attend hearings when necessary
- Monitor litigation
- Respond to document requests and interrogatories
- Handle small claims matters and local litigation to conclusion
- Closely monitor asbestos and benzene matters
- Real Estate – Worldwide:
- Negotiate rates, agreements for leases (North America)
- Monitor the real estate portfolio
- Handle contracts and legal requirements for sale and/or purchase
- Corporate Governance – North America:
- Prepare agenda, resolutions for Board meetings
- Take and prepare minutes of in-person and telephonic meetings
- Draft unanimous consents and circulate for signature as necessary
- Review forward-looking statements and press releases
- Take action to ensure annually all state and country registrations are in order for 30+ companies
- Create new corporations, and draft all necessary filings/resolutions
- Maintain officer and director lists
- Obtain good standing certificates when necessary
- Mergers and Acquisitions – Worldwide:
- Review CIM's
- Draft and/or negotiate NDAs and Letters of Interest or Intent
- Conduct due diligence
- Draft, review and negotiate transaction documents
- Depending on size of acquisition, prepare legal documents or review and monitor counsel's work
- Close transaction and follow-up
- Financing – Worldwide:
- Review lender terms and conditions and draft loan amendments
- Create closing and support documents as required by the lender
- Review UCC's and other security documents
- Insurance/Risk Management – Worldwide:
- With broker, contracts for all insurances
- Arranges for all modifications, policies and limits
- Handles all insurances for acquisitions
- Reports and monitors all claims
- Responds to audits