Senior M&A Counsel
The Senior M&A Counsel will provide support in connection with mergers and acquisitions ("M&A") and other strategic transactions for Marsh & McLennan Companies ("MMC") and its operating companies. The M&A responsibilities of this role involve:
(i) performing legal due diligence on corporate law, material contracts and other legal and regulatory aspects of M&A and other strategic transactions,
(ii) supporting the negotiation of transaction agreements (including some drafting responsibilities),
(iii) taking primary responsibility for ancillary transaction documents, including engagement letters, confidentiality agreements, hold harmless letters, disclosure letters, transition services agreements and other agreements in connection with such transactions,
(iv) supporting the lead transaction lawyers with various other legal tasks necessary to consummate such transactions and
(v) assisting in the development and maintenance of policies, procedures and protocols to enhance the effectiveness, efficiency and consistency of executing strategic transactions.
The Senior M&A Counsel will also be responsible for drafting, negotiating and advising on all aspects of IT and other procurement contracts for MMC and its operating companies, including licensing and distribution agreements, software licensing, professional services, product development, content / data, SaaS and marketing agreements.
The Senior M&A Counsel will be primarily responsible for (i) negotiating the legal terms and conditions of these contracts, (ii) advising the business sponsor(s) of associated legal and regulatory risks,
(iii) recommending ways to address, manage and mitigate those risks and
(iv) coordinating and overseeing external counsel in drafting and negotiating large, complex procurement contracts, in each case with limited oversight.
The Senior M&A Counsel will also be primarily responsible for developing and maintaining MMC's template procurement contracts, as well as negotiating tools, guidelines and checklists to support MMC's global procurement function. Experience in drafting, negotiating and advising on technology and software licenses, as well as related intellectual property ("IP") and data protection matters is preferred, but is not mandatory.
The Senior M&A Counsel should have at least four years of experience as an M&A transactional lawyer in a large corporate law firm and / or in-house experience and preferably have expertise in technology transactions.
Support M&A and other strategic transactions involving MMC and its operating companies, including in relation to the following:
- Performing legal due diligence reviews on acquisition targets to identify important risk considerations and exposures in relation to corporate law, material contracts and other legal and regulatory concerns
- Performing legal research arising out of transactions and drafting brief legal memoranda
- Supporting lead transactions lawyers in drafting and negotiating transaction-related documents
- Drafting and negotiating ancillary transaction documents, including engagement letters, confidentiality agreements, hold harmless letters, disclosure letters, transition services agreements and other agreements in connection with such transactions, individually or with assistance and support of external counsel
- Maintaining closing checklists and assisting with project management tasks and various other activities needed to consummate transactions efficiently and in an organized manner
- Assisting the Chief Strategy & M&A Council to maintain and update MMC's template documents for M&A and other strategic transactions
- Drafting and negotiating contracts with third party vendors (e.g., master service agreements, professional services agreements, non-disclosure agreements, outsourcing agreements, technology services agreements, systems implementation agreements, hosting agreements and software as a service ("SaaS") agreements) to address identified risks and levels of performance required from the third party, as well as the following in connection therewith:
- Identifying and providing advice to business sponsors and their teams on the key contractual risks associated with projects and vendor contracts
- Providing advice based on the appropriate balance of risk mitigation and business interests on a real-time basis
- When negotiating enterprise wide agreements, consulting with key stakeholders within MMC and its operating companies (within or outside the US) to explain the objective of the activity, data/ personnel that will be impacted, how risks might be mitigated and managed, and addressing any remaining local issues with internal stakeholders, the client / vendor or other stakeholders.
- Coordinating cross functional teams (tax, information security and finance) and legal and compliance colleagues (data privacy, sanctions)0 in order to provide comprehensive risk assessment and risk management
- Coordinating with outside counsel for MMC and its operating companies for large, complex procurement contracts and M&A transactions
- Working to make all contractual documents compliant with MMC policies and maintaining an understanding of the impact of any changes in MMC policies, organizational structure and procedures
- Protecting the IP rights of MMC and its operating companies to prevent loss / infringement by third parties through trademarks, copyrights, patents and other appropriate safeguards
- Providing advice to colleagues in meeting obligations associated with contracts and agreements
- Using independent judgment and thinking applied to the resolution of contract issues
- Developing and maintaining MMC's global procurement templates and contracting protocols and evaluating third party agreement templates against MMC's standard templates; developing negotiating guidelines, checklists and other tools to support MMC's global procurement function
- Analyzing new and changing laws and regulations impacting core function
- Contributing to and reinforcing the MMC LCPA Department's Strategic Plan or initiatives that impact the LCPA organization.
- Requires qualification and license to practice law as per local statutes, rules and regulations.
- At least 4 years of legal experience obtained at a law firm or corporate legal department.
- Experience with technology transactions is preferred.
- Exercises good judgment; demonstrates excellent communication skills; the ability to communicate and collaborate effectively and diplomatically with all levels of MMC personnel
- Demonstrates strong contract review and drafting skills
- Possesses excellent organizational skills; demonstrated ability to create, plan and successfully execute projects; the ability to meet multiple deadlines in a fast-paced environment
- Possesses the ability to assess size and scope of contemplated transactions and tailor contracts and negotiation effort accordingly
- Highly responsive with ability to manage high workload volumes efficiently and effectively
- Exhibits commercial solution-oriented thinking with focus on superior client service
- Able to collaborate effectively with colleagues in other functions
- Exhibits the ability to understand, and accurately articulate and document, complex transactions
Meets the specific requirements to practice law in-house as per local statutes, rules and regulations. Specialists may need certification in specialization
At Mercer, we make a difference in the lives of more than 110 million people every day by advancing their health, wealth, and careers. We're in the business of creating more secure and rewarding futures for our clients and their employees - whether we're designing affordable health plans, assuring income for retirement or aligning workers with workforce needs. Using analysis and insights as catalysts for change, we anticipate and understand the individual impact of business decisions, now and in the future. We see people's current and future needs through a lens of innovation, and our holistic view, specialized expertise, and deep analytical rigor underpin each and every idea and solution we offer. For more than 70 years, we've turned our insights into actions, enabling people around the globe to live, work, and retire well. We embrace a culture that celebrates and promotes the many backgrounds, heritages and perspectives of our colleagues and clients. At Mercer, we say we Make Tomorrow, Today . Visit www.mercer.com for more information and follow us on LinkedIn and Twitter @Mercer
Marsh & McLennan Companies offers competitive salaries and comprehensive benefits and programs including: health and welfare, tuition assistance, 401K, employee assistance program, domestic partnership benefits, career mobility, employee network groups, volunteer opportunities, and other programs. For more information about our company, please visit us at: http://www.mmc.com/. We embrace a culture that celebrates and promotes the many backgrounds, heritages and perspectives of our colleagues and clients. For more information, please visit us at: www.mmc.com/diversity.
Mercer LLC and its separately incorporated operating entities around the world are part of Marsh & McLennan Companies, a publicly held company (ticker symbol: MMC).
Marsh & McLennan Companies and its Affiliates are EOE Minority/Female/Disability/Vet/Sexual Orientation/Gender Identity employers.
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