Corporate Counsel - Transactions
About Dorilton Capital:
Patience
We prefer to create value over the long term by reinventing cash flow while avoiding excessive leverage.
Partnership
We work actively with existing management teams recognizing that long-term business success is the result of a team effort. Dorilton views its role as providing additional capital for acquisitions and growth projects and support and expertise to take its companies to the next level.
Continuity
We partner with companies that are led by strong management teams and have a successful history and culture. We firmly believe in our companies continuing with the elements that made them successful.
About the Role:
The Corporate Counsel will be joining a growing and dynamic legal department and will report to the Deputy General Counsel, Transactions, assisting on a broad range of general corporate and transactional matters, including mergers and acquisitions, divestitures, investments, financing arrangements, corporate governance, corporate compliance, commercial contracting and other general corporate matters. Much of the work will require close collaboration with our investments team and our portfolio company businesses and management.
Responsibilities:
- Work closely with and support senior M&A attorneys and investments team in connection with review, analysis and implementation of M&A transactions and other strategic investment opportunities.
- Draft, review and negotiate corporate transactional documents, including stock purchase, asset purchase, merger, joint venture, and loan agreements.
- Draft, review and negotiate ancillary documents related to the foregoing.
- Provide general assistance in connection with executing transactions, from maintaining signing/closing checklists and managing closings, to post-acquisition integration matters.
- Draft, review and negotiate confidentiality agreements, engagement letters, letters of intent, indications of interest and term sheets.
- Conduct and manage due diligence and prepare related memoranda.
- Draft organizational documents, including bylaws, voting agreements, shareholders agreements, limited liability company agreements, corporate resolutions and corporate certificates.
- Manage internal knowledge management initiatives, including maintenance of a precedent document database, development and maintenance of draft form agreements and legal best practices.
- Assist in the drafting, review and negotiation of a wide range of commercial contracts for the portfolio companies.
- Conduct legal research as needed.
- Supervise outside counsel as needed.
Qualifications:
- JD, Admitted to a State Bar (NY Preferred).
- At least 3-5 years law firm or in-house experience with general corporate/transactional matters.
- The ideal candidate will have experience representing companies in a full range of corporate transactions.
- Able to work in a fast-paced, entrepreneurial environment.
- Must be responsible, accountable, self-starter and result driven.
- Excellent proofreading, organization and communication skills.
- Top school, top GPA preferred.
- Motivated individual able to manage competing priorities.
- Detail oriented and very organized.
- Ability to work independently and to prioritize workload.
- Extremely strong legal reasoning and analytic skills.
- Ability to make sound risk judgments, working with colleagues to find an appropriate solution to enable work to move forward.
- Pleasant, diplomatic disposition, sense of humor, ability to adapt, and collaborative working style.
- "Work smarter, not harder" mentality; ability to utilize technology and tools to be more efficient and reduce busy work.
