Associate Attorney

Advise clients with acquisitions and divestitures of private companies, cross-border business combinations, bankruptcy sales (including "363 sale" processes), private equity transactions (including leveraged buyouts), joint ventures, public acquisitions and divestitures, going-private transactions, minority and growth investing and spin-offs. Draft and negotiate on behalf of clients a variety of legal agreements (including merger agreements, share purchase agreements, stockholders' and partnership agreements, joint venture agreements and various agreements and documents ancillary thereto), powers of attorney, resolutions of shareholders' and board meetings, memoranda of understanding, letters of intent and other legal arrangements. Assist clients in preparing corporate filings with the Securities and Exchange Commission (SEC) (including proxy statements, registration statements and other transaction-related disclosures), responding to the SEC's comments to such filings and otherwise interacting with the SEC on behalf of corporate clients in connection with a variety of corporate actions and transactions. Assist corporate clients in preparing the required materials in advance of general and special meeting of shareholders, as well as board and committee meetings. Draft and review filings addressed to courts and authorities in connection with corporate transactions, and collaborating with other attorneys in connection with regulatory filings addressed to the FTC, DOJ, DOE, CFIUS, FCC and other U.S. federal and local, as well as competent foreign regulatory authorities. Conduct and supervise brief and complex research, and drafting memoranda on a broad range of legal topics arising under corporate and commercial law. Collaborate with other attorneys in connection with various highly specialized questions arising in the context of corporate transactions (e.g., tax, employment and compensation, intellectual property, cybersecurity, data privacy, real property and regulatory matters). Supervise junior attorneys conducting due diligence analysis of legal documentation provided in connection with corporate transactions. Assist clients with corporate establishment, registration, transformation, governance, and liquidation. Advise clients on the legal implications of contemplated mergers and acquisitions and other corporate transactions. Analyze corporate health of businesses prior to acquisition by clients. Draft various types of corporate documents required for organization of all types of companies and for adoption of changes to their organizational documents (e.g. change of business name, registered office, statutory body, etc.) and subsequent registration thereof with the relevant Secretary of :•Juris Doctor, Master of Laws, or a foreign academic equivalent.•At least five years of private equity and M&A legal experience.•Experience with acquisitions and divestitures of private companies, cross-border business combinations, bankruptcy sales (including "363 sale" processes), private equity transactions,joint ventures, public acquisitions and divestitures, going-private transactions, minority and growth investing and spin-offs.•Experience with leveraged acquisition financing transactions.•Experience representing private equity sponsors in leveraged buyout transactions.•Experience as a lead / senior / supervising attorney in drafting and negotiating M&A transaction documents, including sale and purchase agreements, merger agreements, coinvestment/shareholder agreements, management incentive plans, disclosure documents, and equity commitment letters.•Experience as a lead / senior / supervising attorney in drafting filings with the U.S. Securities and Exchange Commission of proxy statements, S-4 registration statements, Schedule 13E3 disclosures and Form 8-K announcements relating to M&A transactions.•Admission to the New York State Bar. Minimum Salary: Maximum Salary: Salary Unit: Yearly

Created: 2024-10-29