Director of Corporate, Finance and Mergers & Acquisitions

PURPOSE OF THE JOB

The Director of Corporate, Finance and Mergers & Acquisitions has the responsibility for overseeing and/or providing support on domestic and cross-border corporate transactions. This includes, but is not limited to, mergers and acquisitions, joint ventures, venture capital investments, post-merger integration, debt financing and restructuring, debt issuance and corporate entity management.

Reports to: Vice President, Asst. General Counsel & Corporate Secretary

Span of Control: The Director will have one direct support (M&A Legal Support Lead)

JOB RESPONSIBILITIES

Lead and Advise on M&A and Finance Transactions

• Partner with OC’s Corporate Development and Corporate Strategy departments on structuring and planning M&A projects, joint ventures, and financing transactions.
• Lead M&A counsel, providing leadership and/or support for all elements of transactions, including structuring, overall due diligence, documentation, and coordinating signing and closing
• Flag and escalate appropriate matters to other subject matter experts, including the litigation, commercial transactions, and regulatory compliance teams.
• Lead other critical corporate transactions, including joint ventures, and strategic investments and initiatives.
• Draft, negotiate and interpret non-disclosure agreements (NDAs), letters of intent (LOIs), investor rights agreements, stock purchase agreements, consulting agreements, vendor and service agreements, asset purchase agreements and operating agreements.
• Provide legal support to the Tax and Treasury functions on corporate finance and capital markets matters.
• Lead public and private debt offerings through review and negotiation of financing documents, including indenture agreements, and related due diligence processes.
• Provide legal support of post-merger integration plans and provide guidance to business management on related activities.
• Drive decisions on aligning with in-house and/or outside counsel (as needed), as well as with other business consultants on corporate transactions, makes budgeting for legal costs and oversees such expenses.

Drive Excellence in Corporate Governance and General Corporate Matters

• Maintain a broad understanding of corporate governance and legal entity management as applied to a global, multi-entity structure.
• Lead development and implementation of entity governance strategies and ensure compliance with applicable laws, charters, resolutions, delegations, and approvals.
• Provide counsel on corporate structure design and manage related change implementations across global subsidiaries.
• Oversee the paralegal’s maintenance of legal entity records and governance documentation.
• Maintain and enhance legal entity playbooks to ensure protection of the enterprise and its subsidiaries.
• Provide regular legal guidance to cross-functional stakeholders on contractual and governance matters impacting the business.

Leads across the Corporation

• Foster cross-functional collaboration and inspire a high-performing legal function that contributes to Owens Corning’s strategic objectives.
• Serve as a trusted advisor across the organization and be recognized as a role model within the Law Department for integrity, collaboration, and professional development.
• Communicate legal strategy and risk assessments effectively and proactively to executive stakeholders

Develops others

• Create energy and momentum for individual and team development.
• Actively mentor, coach, and challenge team members to grow capabilities and expand expertise.
• Lead initiatives that enhance team engagement and talent retention.
• Promote a culture of collaboration and accountability across internal teams and external partners to maximize performance

JOB REQUIREMENTS 

QUALIFICATIONS & EXPERIENCE

• Juris Doctorate from an accredited Law School and Bar Membership in at least one state.
• 10+ years of experience in mergers & acquisitions, corporate finance, antitrust law, and cross-border transactions.
• Prior in-house counsel experience a plus.
• Proven track record in developing and leading teams of in-house and outside counsel attorneys and consultants on complex transactions.
• Thought leadership level experience as a strategic advisor in corporate environment.

KNOWLEDGE, SKILLS & ABILITIES:

• Business Expertise. Brings a rigorous business orientation to the legal function and can communicate legal challenges in a data-driven and fact-based manner. Has the ability to translate business objectives into organizational initiatives.
• Leadership. Able to lead direct and/or indirect teams, including both internal and external counsel, to the appropriate ethical results for the company.
• Strong Policing Agent. Has the ability to challenge leadership at all levels when faced with possible violation of policy or the law.
• Financial Acumen: Ability to understand the company’s financials (P&L composition, financial statements, and corporate finance).
• Strong Organizational Skills. Has the ability to meet deadlines and communicate issues as they arise, with specificity and determine actions necessary for a timely remedy of issues.
• Global Cultural Competence. Understands, communicates with, and effectively interacts with people across cultures. Is aware of one’s own cultural worldview; one’s attitude towards cultural differences; one’s knowledge of different cultural practices and worldviews, and skills to interact effectively. Effectively achieves business results working across and with multi-national teams.
• Communication. Clearly conveys relevant information and ideas with confidence and in a manner that inspires the audience. Adjusts approach to capture audience attention and ensures there is an understanding of the message. Seeks to understand others through active listening. Strong writing skills.
• Emerging Technology & AI Literacy. Demonstrated proficiency in leveraging digital technologies and AI solutions to enhance efficiency and drive productivity.
• Judgment and Decision Making. Recognizes issues, problems or opportunities and determines whether action is needed. Generates ideas through diverse thought. Choose appropriate action by formulating clear decision criteria and evaluates options by considering implications and consequences. Implements decisions or initiates action within a reasonable time.
• Highly Ethical. Can be trusted to do only the “right thing” for the employees, shareholders, and others. Follows a balanced approach without compromising integrity.
• Results Oriented. Energetic, resourceful, with strong service orientation and positive can-do attitude. Fully committed to the job and to deliver outstanding work. Never satisfied with status-quo, continually striving for excellence. Enjoys working hands-on.
• Change Agent. Comfortable designing for the future, while managing day-to-day Legal matters. Able to anticipate risks and propose practical plans to mitigate them. Appreciates impact of the law department and how the department is an integral part of the company’s business strategy.
• Adaptability. Ability to respond quickly to the demands of the moment. A flexible person who can stay productive when the demands of work pull in many different directions at once. Maintaining effectiveness in a variety of environments.
• Accountability. Knows what needs to be done and gets it done. Willingly takes responsibility for the organization as a whole; unafraid of owning the results, actions and decisions of self or organization.
• Legal Partnership. Understands the difference between providing legal advice and serving as a trusted business counselor. Ability to determine, advocate and implement, what is legally necessary and prudent for corporate clients.
• Risk Management. Able to assess and communicate legal and business risks associated with M&A, corporate finance and corporate legal issues quickly, efficiently and effectively.
• Attention to Detail. Strong attention to detail, a full understanding that errors in applicable legal areas may have significant adverse consequences for Owens Corning, its management and board.