Director, Corporate Counsel

#LI-JC2 #LI-REMOTE

About the Role

We’re looking to recruit a US-based Director, Corporate Legal into the Veeam Legal team. The successful candidate will lead and provide hands-on legal support on a broad range of corporate matters, with responsibility for corporate governance, corporate entity structure, mergers & acquisitions, equity plans, and strategic financing transactions including credit agreements, debt financings, and equity financings. This role also requires public company experience, including supporting U.S. securities law compliance and the preparation and review of SEC filings. You will work directly with the existing legal team and internal clients, and you must have strong interpersonal skills in order to manage internal teams and cross-functional support, and both external, and opposing counsel. 

What You’ll Do

• Provide legal counsel on corporate governance matters, including board and committee practices, corporate policies, delegation of authority, and corporate formalities.
• Prepare and review board and committee materials, resolutions, consents, minutes, and related governance documentation; support the corporate secretarial function and governance recordkeeping.
• Oversee global legal entity structure and corporate housekeeping, including formations, dissolutions, reorganizations, and ongoing maintenance in coordination with Finance and Tax.
• Lead and manage legal workstreams for mergers & acquisitions and other strategic transactions, including structuring, due diligence, negotiation of definitive documents, and integration support.
• Draft, review and negotiate key transaction documents, including LOIs, purchase agreements, disclosure schedules, and ancillary agreements.
• Provide legal support for equity plans and equity-related corporate matters, including plan documentation, amendments, governance approvals, and coordination with HR/Total Rewards and Finance on equity administration support.
• Provide legal support for credit agreements and other financing arrangements, including negotiation and review of credit facilities, guarantees, security documents, and related closing deliverables.
• Support debt and equity financing transactions, including term sheets, diligence, negotiation of definitive documentation, and closing execution in partnership with Treasury/Finance and external counsel.
• Provide public company legal support, including advising on disclosure considerations and drafting/reviewing SEC filings such as Forms 10-K, 10-Q, 8-K and proxy materials (as applicable), in coordination with Finance, Investor Relations, and external counsel.
• Partner with internal stakeholders on disclosure controls, governance processes, and transaction-related communications and approvals.
• Maintain relationships with outside counsel; manage external counsel effectively to ensure high-quality advice and cost-effective support.
• Manage responding to queries in a timely manner and be able to accurately direct non legal queries to the relevant department.
• Develop and deliver trainings for employees and executives on a variety of subjects within counsel’s areas of responsibility. 

What You’ll Bring

• Juris Doctor (JD) from an accredited U.S. law school and active license to practice law in at least one U.S. jurisdiction (in good standing).
• 8-12 years’ experience as an attorney with a mix of significant law firm and in-house experience, including meaningful corporate and transactional experience.
• Demonstrated experience with corporate governance and entity management, including preparing corporate approvals and maintaining corporate records.
• Significant experience leading and executing mergers & acquisitions and other complex corporate transactions.
• Experience supporting equity plans and equity-related corporate matters; familiarity with working cross-functionally with HR/Total Rewards and Finance.
• Experience advising on and negotiating credit agreements and financing transactions, including debt and/or equity financings.
• Public company experience required, including hands-on involvement with SEC reporting and disclosure (e.g., 10-K/10-Q/8-K and proxy materials, as applicable) and familiarity with disclosure controls and related governance requirements.
• Tactful with strong external and internal negotiation and conflict resolution skills.
• Exercise meticulous attention to detail and an organized approach to quickly identify problems and provide solutions.
• Ability to be creative and flexible but with a focus on business-oriented outcomes. Commercial acumen is essential.
• Highly developed written and oral communications skills, with the ability to clearly articulate recommendations and options about complex legal issues.
• Highly collaborative and able to organize and manage projects with multiple stakeholders.