Legal Manager

Job Description

Company Summary

If you have taken a moment to unwind with a bottle of beer, toast with glass of wine, or celebrate with a cocktail, chances are that you have shared that moment with Constellation Brands. We are passionate producers of iconic beer, wine and spirits brands that consumers love. From Corona Extra, to Robert Mondavi Wines, to High West Whiskey, we produce over 100 premium brands with sales in nearly 100 countries, making us the number one multi-category beverage alcohol company in the U.S.

Position Summary

This position will provide key support in connection with matters associated with the governance of the Company's subsidiaries, including the interface aspects of acquisition and divestiture activities in the United States and internationally, and the Company's corporate entity restructurings and funds flows. This position will work closely with attorneys in the Constellation Legal department, external counsel from around the world, and other corporate departments.

Responsibilities

Corporate Entity Restructurings/Funds Flow Support

• Heavily involved with effecting corporate entity restructurings and funds flows, including working with outside counsel in multiple jurisdictions as well as internal counsel in various jurisdictions
• Responsible for coordinating, maintaining, and managing alignment among other corporate departments, the Legal Department, and counsel inside and outside of the U.S. regarding corporate entity restructurings and funds flows
• Responsible for developing and maintaining Legal Tasks List associated with funds flow/reorganization projects and managing completion of such tasks by internal and external personnel
• Responsible for drafting necessary contribution agreements, related funding mechanisms and corporate approvals
• Manage the preparation of applicable closing books, including but not limited to collection, evaluation, compilation and subsequent internal distribution of documentation and related evidentiary materials as necessary and appropriate to support external audit and tax inquiries regarding funds flow/reorganization projects

• Responsible for domestic subsidiary governance matters, including the following:
  
  
  • Draft resolutions/consents to implement corporate initiatives and other Board actions
  • Manage domestic subsidiary state filings, qualifications and withdrawals
  • Form new domestic entities, including name reservations, drafting and filing entity organizational information, and other required activities
  • Manage or dissolve domestic entities
  • Prepare and coordinate domestic subsidiary entity annual meeting activities (shareholder and board)
  • Accurately maintain domestic subsidiary minute books and information
  • Work with internal and external counsel, as well as persons outside the Company
• Responsible for the coordination of foreign subsidiary governance matters
  
  
  • Prepare materials for and coordinate the completion of the foreign entity shareholder meetings (including annual meetings), board actions and governmental and/or administrative filings
  • Prepare and deliver to KPMG waivers of foreign entity confidentiality
  • Responsible for accurately maintaining foreign subsidiary shadow minute books
  • Work with internal and external counsel located in foreign countries and persons outside the Company
  • Manage processes and coordination regarding the notarization and legalization of certain documents and delivery of such materials
• Assist the Treasury department with opening, maintenance of and/or closing bank accounts and ISDA arrangements (including KYC information) for domestic and foreign entities
• Responsible for ensuring communication of officer and director changes to the Company's beverage alcohol regulatory team, Treasury team and Tax team
• Manage CBI officer and director information, including the coordination and communication of personal statistics required for various company filings
• Manage preparation and content of documents to be delivered by subsidiary guarantors in Treasury-led financing activities

• Responsible for coordinating and ensuring appropriate "Day One" governance action by subsidiary entities impacted by corporate acquisition and divestiture activities
• Responsible for managing organizational task lists to effect all internal governance activities required in relation to corporate acquisition and divestiture activities involving CBI and its subsidiaries
• Responsible for coordinating, maintaining, and managing alignment among other corporate departments, the Legal Department, and external counsel regarding internal governance aspects of corporate acquisition and divestiture activities, including coordinating with internal and external counsel to ensure internal governance/restructuring/funds flow documentation and related evidentiary materials are included in closing books as necessary and appropriate to support external audit and tax inquiries as to such matters as they relate to corporate acquisition or divestiture transactions

• Responsible for assisting counsel in various Human Resources matters, including the following:
  
  
  • Assist with secretarial function for the Company's Retirement Committee, including attending meetings and drafting minutes for counsel review
  • Manage periodic process for legal review and update of compliance for compensation and benefit programs, including global equity programs (LTSIP, ESPP)
  • With the assistance of counsel, coordination and maintenance of benefit plan legal documentation
• Assist counsel in the legal support of other compensation or benefits matters, as needed

• Responsible for managing diligence associated with financing matters, entity restructurings and securities matters
• Conduct research as needed

• 5+ years of experience in roles supporting entity governance matters
• Legal experience with drafting and reviewing organizational documents and corporate resolutions
• Strong written, analytical and verbal skills

• Strong proficiency in Microsoft Word, Excel, and Outlook
• Strong proficiency in project management, matter management and document management

• Bachelor's degree in relevant field or additional relevant experience
• In-house legal experience with drafting and reviewing contracts and corporate resolutions and working knowledge of non-U.S. corporate governance requirements
• Working capability in Spanish and/or Italian

• Must be at least 21 years of age. Must be able to sit and/or stand for long periods of time and work on a computer for extended periods. Lifting may be required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
• When needed in the support of work involving internal and outside counsel located in foreign countries, may require working outside typical U.S. business hours