Corporate Development Counsel

Country: United States of America

City: Miami, FL

Function: Legal

Job type: Full time

Lead recruiter: Kelly Scarfe

About the role

As the Corporate Development Counsel, you will be a strong business partner and the senior legal manager for the Corporate Development functions of the Company. You will be responsible for supporting the Company’s growth opportunities through targeted acquisitions, joint ventures, equity investments and other corporate transactions.  You will be responsible for proactively supporting the entire acquisition and investment process, including by leading, drafting and negotiating key transaction documentation, providing legal advice and counsel to the Corporate Development group and other internal departments, and coordinating and supervising internal and external project teams to ensure the successful completion and integration of transactions. You will also be responsible for overseeing and managing certain other strategic initiatives that are deemed important to the growth and future prospects of the Company.  This role is a combination of legal and business responsibilities.  In addition to your legal duties, you will be engaged in non-legal activities as part of the Corporate Development group, including overseeing equity investments, analyzing acquisition and investment candidates and categories, and pursuing other strategic initiatives.

Key accountabilities and responsibilities

Functional Areas

• the Company’s Corporate Development functions, including acquisitions, joint ventures, equity investments, dispositions of assets, brands or businesses, and other corporate transactions.
• Responsible for structuring, drafting and negotiating all aspects of transactions, including term sheets, acquisition agreements, partnership agreements, transition agreements and related documentation.    
• Oversee, manage and coordinate internal and external project teams performing legal, market, operational, financial and other due diligence.
• Coordinate with internal departments and external advisors to determine the optimum transaction structure from a tax, operational and risk perspective.
• Advise on negotiation strategy and other critical elements of transactions.
• Provide strategic dialogue to the Company’s senior management and Board of Directors with respect to transaction related decision-making, strategic processes and issue resolution.
• Coordinate with internal departments to anticipate, identify and manage liability and exposure areas to the Company in connection with transactions and develop practical solutions to eliminate or mitigate such risks.
• Support the transition and integration of new acquisitions and equity investments by providing legal and business advice, drafting required documentation and coordinating such transition and integration with other internal departments.
• Provide ongoing legal and business advice and support for portfolio companies and equity investments.
• Oversee and manage non-M&A strategic initiatives that are deemed important to the growth and future prospects of the Company.
• Oversee and manage legal aspects of financing transactions undertaken by the Company.

Legal Function

• Lead and provide professional guidance and development for the Corporate Development team and related activities of other internal departments.
• Coordinate with, and leverage the resources of, Regional General Counsels for international transactions.
• Oversee the retention of and efficiently manage outside legal advisors supporting transactions and look for opportunities to reduce or eliminate such outside counsel costs. 
• Assist in establishing and managing the legal budget for Corporate Development activities.
• Ensure quality and results of outside legal advisors are in-line with agreed deliverables and budget.
• key areas of laws affecting the Corporate Development function.
• Contribute to the integration and effectiveness of the Global Legal Function, leveraging the resources and learnings of all the regional and corporate teams.

Measures of success

• Effective and timely completion of all aspects of transactions and other projects, including agreements and negotiations, to facilitate timely execution of important business opportunities.
• Ability to work in the matrix and collaborate with the Operations, Commercial, Finance/Tax, IP Marketing and other internal teams to develop integration plans to facilitate the timely and effective integration of new businesses.
• Develop opportunities to reduce or eliminate outside counsel costs in connection with transaction activities.
• Develop the optimum transaction structure from a tax, operational and risk perspective.
• Develop practical solutions to eliminate or mitigate risks arising from acquisition, investment and other activities.
• Work with the compliance and governance groups to make Governance, Compliance and the Code of Conduct fundamental considerations in all acquisition and investment transactions.
• Deliver positive outcome on disputes or mitigate damages or exposure.

Critical experiences for success

To be successful in this role you will have/be:

• 5-10 years combined professional experience as a practicing attorney with a top-tier law firm, as well as experience in the corporate law department or M&A group of a company, investment bank or private equity group.
• J.D. or equivalent degree from a top-tier law school with strong academic credentials.
• Current membership with state bar in good standing.
• Significant experience leading internal and external cross-functional project teams in all aspects of transaction activities, including performing legal, market, operational, financial and other due diligence.
• Strong negotiation skills.
• Maturity and ability to influence and command respect as a business partner and leader of a highly functioning team that proactively achieves business objectives and strategies in a responsible manner.
• Experience selecting and managing outside counsel; effectively evaluating the quality and cost of services of outside counsel.
• Highest integrity standards and values, with ability to act as a role model and drive ethical management across the organization.
• Business Acumen/Stature: Demonstrated skill in partnering with business teams and using knowledge of law and business to advise on risk/reward options; a lawyer who has a commercial mindset and will bring sound judgment to the analysis of difficult business questions, strategies and objectives.  Proven track record of serving as a key member of leadership teams; a hands-on lawyer who will roll up his/her sleeves and work closely on those matters that call for senior advisor involvement, the ability to effectively manage complex relationships, and the drive to execute the business plans.
• Communication skills: Superior abilities to communicate orally and in writing with management, to clearly and concisely convey information and to listen to others.
• Technical Legal Skills: Demonstrated legal talent. 
• Leadership & Management: Demonstrated track record in leading successful transactions; a lawyer who is collegial and collaborative and who brings a proven commitment to the creation of a positive working environment within the organization.

Our ways of working

Our family legacy has positively influenced our ways of working and has shaped the values to which our employees aspire. We’re caring, like a family, and not only internally, but also in the wider communities in which we operate. This is demonstrated by our commitment to both act responsibly and promote the choice to drink responsibly. We trust one another, and through that trust are able to forge strong teams and networks that empower our matrix organization structure. We’re passionate, reflecting our Latin heritage, and this means that we commit more than just time to our work: we commit energy, heart and soul. We are dedicated to being a role model in our industry, and we approach everything we do with Integrity First. Together, our values help us create what we’re most proud of: our True Heart and Winning Spirit – both in our home markets and across the world.

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