Senior Legal Counsel

The Senior Corporate Counsel is a leading role in the Company’s global legal organization, working with our Executive Vice President, General Counsel and Corporate Secretary, and other senior leaders to help ensure compliance with SEC and NYSE rules and regulations, oversee, and manage legal aspects of our capital markets activities, and negotiate and execute complex business transactions. This role will report directly to the Deputy General Counsel, Assistant Corporate Secretary, and Head of Business Development Legal and will be a key member of both the corporate law and global business development teams.

Securities and Corporate Governance

• Provide legal advice related to SEC and NYSE compliance matters, including disclosure, accounting, and financial reporting.
• Advise on current and merging corporate governance trends and strategies related to engaging with institutional investors, proxy advisory firms, and other internal and external stakeholders on corporate governance matters, policies, and practices.
• Actively participate in the drafting and finalization of all SEC filings, including Forms 10-K and 10-Q, proxy statements.
• Work with executive leadership to successfully execute meetings of the Board of Directors and stockholders, including preparing agendas, reviewing presentations and other materials, and related matters.
• Advise on internal and external communications, such as press releases and analyst presentations, including with respect to compliance with Regulation FD and other securities laws and regulations.
• Administer the Company’s Insider Trading program, including oversight of relevant policies and procedures, management of the pre-clearance process, and related training.

• Primary responsibility for internal legal advice and compliance with respect to the Company’s treasury and debt and equity financing matters, including securities offerings, credit facilities, commercial paper programs, intercompany transactions, government incentive agreements, and related matters.
• Assist treasury and other finance leaders with helping to ensure compliance with debt covenants, including transaction review and quarterly certification processes.

• Work with business development leadership and other partners to successfully execute asset divestitures, strategic partnerships, and other corporate transactions on a worldwide basis, ensuring transactions are consistent with business strategies and reflect appropriate legal risk positions.

• As a critical member of a cross-functional deal team, lead the conduct of legal due diligence, develop, and negotiate key deal terms, draft asset purchase and other agreements of varying complexity, ensure compliance with regulatory and other requirements, and manage post- closing integration and other activities.
• Lead training and other professional development activities for global legal and business development organizations, ensuring continued understanding of material developments related to transactional law.

• Assist with the selection and engagement of outside counsel to provide critical support on complex legal, regulatory, and business issues.
• Function as a senior legal leader and point of contact on legal matters related to areas of legal specialty, being accountable for delivering accurate, timely, and comprehensive legal advice.
• Collaborate with and create business solutions with other members of the legal team to mitigate risk to the Company, optimize service levels, and minimize the utilization of outside counsel where practicable.
• Leverage legal expertise and business acumen to support the Company in achieving its objectives.
• Identify process improvements available to the business and ensure continuous improvement across the corporate law and global legal teams, the business development organization, and anywhere else relevant within the Company.

• Solid corporate law generalist, with significant experience drafting, negotiating, and successfully executing corporate transactions; experience working with public company matters, including engagement with Boards of Directors and executive-level management; and expertized knowledge of evolving governance and disclosure best practices and with relevant policy positions of proxy advisory firms.
• Juris Doctorate from an accredited law school and at least five (5) years of corporate law experience within a large, global corporation or major law firm.
• Required licensure to practice law within at least one state.
• Legally authorized to be employed in the United States.

• Demonstrated ability to perform successfully in cross-functional teams.
• Be able to handle multiple projects in a fast-paced environment and exercise sound legal judgment.
• Excellent interpersonal, strategic thinking, communication, and organizational skills.
• Familiarity with the animal health or crop science industry or prior experience in the fields of pharmaceuticals, biotech, or medical devices.

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