Corporate Counsel

Description

ROLE SUMMARY

Ziff Davis seeks a talented, business-oriented attorney to join its legal team. The attorney will provide legal support for Ziff Davis’s: (i) strategic transactions, including mergers and acquisitions, divestitures, and other complex transactions across all of Ziff Davis’s business units and geographies, (ii) debt offerings, including negotiation of new debt offerings and compliance obligations under existing debt offerings, and (iii) corporate and securities matters.

The ideal candidate will be able to handle all aspects of the M&A transaction process from inception to completion, including due diligence, contract negotiation, and contract drafting. In addition, the attorney should be able to handle all aspects related to public debt offerings and corporate and securities matters. The attorney should be well-versed in identifying and assessing risk and finding practical solutions.

ROLE RESPONSIBILITIES

• Draft and negotiate non-disclosure agreements, letters of intent, definitive transaction agreements, and ancillary transaction agreements
• Structure complex transactions and develop solutions to challenging legal and business issues arising in the deal context while appropriately managing risk and ensuring that Ziff Davis gets the intended benefit of the transaction
• Coordinate and manage the legal due diligence process
• Advise and coordinate with non-legal professionals supporting M&A transactions (e.g. Corporate Development, Tax, Finance HR, etc.)
• Manage and coordinate with outside counsel on M&A transactions
• Advise, support, and serve as a Q&A resource for post-acquisition integration legal matters
• Assist with negotiation of new public debt offerings and with compliance obligations under existing debt offerings
• Advise on corporate and securities matters, including SEC reporting, corporate governance, Rule 144, Section 16 and Section 13 issues
• Assist with drafting proxy statements and organizing annual meeting
• Support and contribute to Ziff Davis’s day-to-day legal operations
• Stay abreast of business and legal developments in the M&A field affecting the company

JOB REQUIREMENTS AND EXPERIENCE

• Juris Doctorate or Foreign Equivalent Required
• Member in good standing of at least one state bar
• At least 3 years of experience as a corporate attorney in a large national or international law firm
• Basic corporate and transactional law experience, including experience in public and private M&A transactions, debt capital markets, and public securities law matters
• Strong understanding of regulatory compliance as it relates to debt capital markets, corporate governance, and risk management
• Excellent writing, oral communication, analytical, and organizational skills
• Ability to handle high-volume, multiple priorities
• Capacity to make decisions and give advice that demonstrate an understanding of overall business objectives and risks
• Ability to develop partnerships and to effectively interact with individuals at all levels of our organization and externally
• Results-oriented with outstanding attention to detail
• Ability to work both independently and collaboratively

ABOUT ZIFF DAVIS

Ziff Davis (NASDAQ: ZD) is a leading internet investor that owns and operates a diversified portfolio of over 40 brands in the digital media and software sectors. The firm is focused on investing across the highest-value, fastest-growing verticals on the internet. Today, Ziff Davis is focused on six key verticals - Technology, Shopping, Entertainment, Health & Wellness, Cybersecurity and Marketing Technology. Its brands include IGN, Mashable, RetailMeNot, PCMag, Humble Bundle, Spiceworks, Ookla (Speedtest), RootMetrics, Everyday Health, BabyCenter, Moz, iContact and Vipre Security.

Ziff Davis is widely regarded as one of the most active investors across the digital media and internet sectors, with a focus on lower middle market private company buyouts. Since 2013, the firm has deployed approximately $2.7 billion on over 70 acquisitions. In recent history, Ziff Davis has also pursued strategic transactions such as divestitures, joint ventures, and public spin transactions for its portfolio businesses.

Disclosure as required by state laws, the salary for this role has a range from $165,000 - $185,000, a potential bonus, health insurance, and 401K.