VP & Associate General Counsel – Corporate and M&A

The VP & Associate General Counsel – Corporate and M&A is the senior corporate and acquisitions lawyer for BAE Systems, Inc., reporting directly to the SVP & General Counsel. This position is responsible for coordinating the corporate legal affairs of all Inc. Businesses and supporting strategic growth initiatives in key markets through joint ventures and mergers and acquisitions (M&A) in accordance with BAE Systems’ strategic objectives and governance processes. This role also supports the Procurement and supply chain functions across the BAE Systems, Inc. enterprise. This attorney works closely with the Company’s finance, tax, and procurement functional leadership, Sector leadership, UK parent company stakeholders, and US government regulators, as well as manages outside counsel on a variety of corporate and M&A matters.

Primary Duties and Responsibilities

1. Oversee the corporate secretary function for BAE Systems, Inc. and its owned and/or managed entities, including maintaining appropriate corporate governance and jurisdictional compliance for all Inc. legal entities and providing support for the Inc. Board activities.

2. Manage the establishment and dissolution of Inc. legal entities consistent with business and legal requirements in coordination with key stakeholders.

3. Provide legal support and policy advice to Inc. businesses operating overseas in the establishment and maintenance of overseas legal entities and compliance with foreign jurisdictional requirements and overseas deployment issues.

4. Provide support for BAE Systems Group-level corporate governance requirements, as required.

5. Support the negotiation and closing of corporate (e.g., M&A, JV formation) transactions in accordance with the strategic direction of the company.

6. Advise on U.S. securities laws, and collaborate with the parent company’s UK Legal Department on UK securities laws.

7. Manage the company’s legal and contractual due diligence processes.

8. Manage outside counsel working on corporate and M&A projects.

9. Obtain all necessary regulatory approvals, working constructively and building relationships with the appropriate regulatory authorities.

10. Support the Procurement and related supply chain functions across the Inc. enterprise, directly engaging in HQ and other strategic sourcing transactions and collaborating with Sector legal personnel to drive best practices in other related activities.

11. Work to maintain BAE’s reputation in the legal community, investment banking community and the defense, security and aerospace industries.

KEY JOB REQUIREMENTSProblem Solving:

Requires advanced conceptual thinking in complex and/or completely new situations.

Nature of Impact:

Responsibility directly impacts the professional/technical direction and strategy.

Area of Impact:

All of BAE Systems, Inc.

Interpersonal Skills:

Skilled communicator who influences and shapes the image of a complex Program/Business Unit/Sector.

Technical Legal Skills:

Demonstrated excellent legal training and experience working on complex domestic and international corporate and commercial transactions, including mergers and acquisitions, joint ventures, strategic alliances, divestitures, and strategic procurements; experience working with government regulators to gain regulatory approval for transactions; strong negotiation skills and a demonstrated record of successfully closing transactions; a lawyer who has demonstrated a roll-up-the-sleeves attitude and who is detail-oriented; comfortable working in an environment where deals are thinly staffed and team members work on all aspects of a transaction as needed to get the deal done.

Influencing Skills and Collaboration:

Takes ownership of transactions and will proactively work to achieve objectives without being heavy handed; unquestioned integrity and ethics who will work well as a member of a strong team that is committed to maintaining the company’s values-based culture; ability to work with a true team-based, project-oriented “can do” culture and to build relationships across the company; willing to make difficult decisions and give concise legal and strategic advice, at times under pressure and without complete information; experience engaging a range of stakeholders internally and externally.

Business Acumen and Strategic Skills:

Demonstrated the ability (working with corporate executives and investment bankers) to identify target acquisitions based on the strategic direction of the company; uses knowledge of the law and business to advise on risk/reward trade-offs of concluding a possible transaction; understands what matters most in negotiating and closing a transaction and has the training and judgment to use the process to achieve the most important objectives of the company; knowledgeable of current laws and is aware of possible future laws, regulations, rules and practices that will affect potential transactions in the defense, security and aerospace industry.

Minimum Education and Experience JD from a well-regarded American law school Required Skills and Education At least 10 years as a practicing corporate lawyer either with a law firm or a corporation.

Extensive corporate and M&A experience identifying, negotiating, structuring, closing and integrating mergers, acquisitions, joint ventures, divestitures and strategic alliances.

Experience working successfully with outside constituents, including law firms, investment banks and government agencies.

Experience working globally and managing transactions with both private and public companies; experience leading the legal due diligence process and managing large due diligence teams.

JD from a well-regarded American law school Preferred Skills and Education Experience working in a highly regulated industry (e.g., defense, security and aerospace industry) is preferable but not essential.

Some government contracts experience is preferable but not essential.

U.S. securities experience is helpful but not required.

Current in-house attorneys should have M&A training in a well-regarded law firm earlier in their careers.

About BAE Systems, Inc. BAE Systems is a premier global defense and security company with approximately 90,000 employees delivering a full range of products and services for air, land and naval forces, as well as advanced electronics, security, information technology solutions and customer support and services. People are the greatest asset in any Company. BAE Systems is committed to hiring and retaining a diverse workforce. Equal Opportunity Employer/Females/Minorities/Veterans/Disabled/Sexual Orientation/Gender Identity/Gender Expression EEO Career Site Equal Opportunity Employer. Minorities . females . veterans . individuals with disabilities . sexual orientation . gender identity . gender expression


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