Sr Counsel-M&A and Corporate

Work Mode: Onsite

Location: Onsite - Kohler, WI

Opportunity

As Sr. Counsel, M&A and Corporate, you will work and collaborate across Kohler's global businesses, such as Kitchen & Bath North America, International & New Ventures, Luxury & Wellness, and enterprise functions, such as M&A, finance, tax and strategy, to structure, negotiate and effectuate a broad range of corporate transactions, including potential mergers, acquisitions, joint ventures, investments and divestitures. You will demonstrate a high degree of business acumen, strategic thinking, drafting, negotiating, communication and collaboration skills. In this role, you will draft and negotiate purchase agreements, form joint ventures, prepare operating agreements and other documents in connection with acquisition, divestiture, investment and/or joint venture transactions. In addition, you will coordinate and lead due diligence, and integration planning and execution, related to acquisitions and divestitures and partner with, and manage, outside counsel. You know, and can articulate, M&A positions and risks in a manner that balances business needs with risk mitigation to achieve the business end-goal. You will also manage M&A and corporate related filings, draft corporate and Board resolutions, and provide support to other corporate governance matters.

In addition, you will be the primary legal support for Kohler non-profit entities where you will provide legal guidance and support for such entities, including drafting, reviewing and managing corporate records, meeting materials, and required tax and other filings.

As a corporate and transactional attorney, you will also provide overflow and back-up support for the commercial contract team, which will include drafting, reviewing and negotiating commercial contracts, such as NDAs, vendor and supplier agreements.

What you'll be working on

• Reviewing, drafting and negotiating a wide range of agreements, including principal transaction agreements related to mergers, acquisitions, divestitures, and other corporate matters (e.g., NDAs, letters of intent, purchase agreements, investment and joint ventures agreements, etc.) for Kohler's global businesses in the Americas, EMEA and ASPAC regions.
• Planning and assisting in due diligence, integration planning and execution, and actively managing deal processes and execution.
• Working collaboratively with internal clients and cross-function teams around the world to identify risks and issues, develop creative solutions and potential alternatives, engage in due diligence, structure, negotiate, and consummate acquisitions and other transactions.
• Providing legal counsel in connection with post-closing acquisition and integration related matters.
• Working with internal business partners on planning and assisting with ongoing general matters for the M&A, finance/tax/accounting, and strategy teams.
• Developing, implementing, and helping to improve internal processes, procedures, and templates to support M&A activities.
• Providing general M&A and corporate legal advice and support, including subsidiary entity structure and director appointments, annual filings and other reporting obligations, and preparing and reviewing various corporate resolutions and other related documents.
• Advising Kohler non-profit entities and their leaders, including preparing and reviewing corporate governance documents, meeting materials, and required tax and other filings.
• Reviewing, drafting and negotiating commercial contracts.
• Working with and managing external counsel.

Skills/Requirements

• A Juris Doctorate from an accredited law school.
• Licensed to practice law in the State of Wisconsin or licensed in another state bar with ability to obtain in-house counsel status in Wisconsin.
• At least 5 years of hands-on complex mergers and acquisitions experience, including due diligence management, deal team leadership, and agreement negotiation and drafting, preferably in the corporate/M&A department of a law firm and/or through a comparable in-house function. International/cross border M&A experience is a plus.
• Experience in drafting and reviewing corporate governance related documents, such as resolutions, articles of incorporation, bylaws and similar governance documents.
• Experience in drafting, reviewing and negotiating commercial agreements, such as NDAs, and vendor and sales contracts.
• Strong background in contract drafting, and negotiation experience.
• Experience advising non-profit entities, including preparing and reviewing non-profit corporate documents, meeting materials, and filings, to ensure the non-profit entity's goals are obtained while evaluating and advising on regulatory risks. Understanding of relevant non-profit statutes in Wisconsin (e.g., Chapter 181 non-stock corporations and Chapter 701 trusts).
• Excellent written and verbal communication skills and the ability to work well with business colleagues and leaders, outside counsel and financial advisors, M&A targets and their advisors.
• Ability to translate complex legal concepts into actionable advice for the business.
• Strong analytical skills along with a high degree of initiative and self-direction to work independently and within a team.
• Ability to identify, explain and balance business and legal risks.
• Organizing workflow and deadlines (including advising on priority matters, and strong project management skills).
• Detail-oriented, resourceful, adaptable, flexible, organized, discreet and cost-conscious problem solver who can remain calm and work under pressure.
• Experience working with domestic and international companies in the manufacturing, engineering, construction, or related businesses preferred.
• Must possess sound character and excellent legal and business judgment.
• Ability to prioritize and effectively manage a large variety and number of matters.
• Highest degree of professional discretion and confidentiality.
• Ability to work onsite 4

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Applicants must be authorized to work in the US without requiring sponsorship now or in the future.

We believe in supporting you from the moment you join us, which is why Kohler offers day 1 benefits. This means you'll have access to your applicable benefit programs from your first day on the job, with no waiting period. The salary range for this position is $118,650 - $183,650. The specific salary offered to a candidate may be influenced by a variety of factors including the candidate's experience, their education, and the work location. In addition, this position is eligible for a performance bonus/variable incentive compensation.