Global Head of Legal, Mergers & Acquisitions

Job Description

The Global Head of Legal, Mergers & Acquisitions will be responsible for supporting all mergers and acquisitions, divestitures and strategic investments of Olympus Corporation and its worldwide subsidiaries.

This position will be responsible for collaborating with the company’s main business units and senior executives to strategize, supervise, plan, negotiate, execute and implement these activities in a multi-national environment. The incumbent will coordinate with inside counsel and select and manage outside M&A counsel and other resources as needed to successfully effectuate key transactions. Oversight of this activity covers multiple jurisdictions across the Americas, as well as other business centers located in Europe, the Middle East and Africa, China, Asia Pacific and Japan.

Job Duties

• Advises and counsels business unit leaders, business development employees, and internal subject matter experts with respect to legal issues associated with business strategy, pre-acquisition structuring, tax, due diligence planning, and other related issues arising out of M&A and venture capital activity in order to assist the company in achieving its stated inorganic growth goals and other core strategic objectives.
• Organizes and supervises a centralized database of all such global matters to effectively consolidate and report on such projects to the company’s senior management.
• Collaborates with global and regional legal teams and other working groups to help ensure a smooth rollout and adoption of legal processes and procedures for acquisitions and investments and integration of acquired companies.
• Develops and modifies global M&A governance documents including policies, procedures, and work instructions to manage risk exposure and enhance the effectiveness, efficiency, and consistency of the execution of strategic transactions.
• Provides training and education to legal team members and to organization stakeholders on topics of relevance.
• Supports due diligence in coordination with key internal stakeholders on all aspects of M&A, venture capital, and other strategic transactions, including performance of corporate, securities, labor/employment, real estate, environmental, and regulatory due diligence and other legal matters.
• Advises on key risks identified in respect of purchase documentation and/or post-completion and mitigation planning. Supports work of regional M&A Legal team leaders on local transactions, as appropriate.
• Assists with drafting and negotiating stock purchase, asset purchase, merger, and investment (equity and debt) agreements and other fundamental documents to consummate such key transactions.
• Prepares and negotiates ancillary transaction documents including engagement letters, confidentiality agreements, term sheets, letters of intent, disclosure schedules, transition services agreements, assignment and assumption agreements, voting agreements, indemnification agreements, and other related documents in connection with such transactions.
• Collaborates with global and regional corporate planning, tax, transfer pricing, treasury, finance, and intellectual property departments and external advisors to structure M&A and venture capital deals in the most beneficial way from a business perspective to optimize long-term value for the company.
• Provides counsel on customary post-closing legal matters, including working capital disputes and adjustments, milestone events and escrow disbursements, indemnification claims, and ensures smooth transition of projects to designated integration teams.
• Performs all other duties as may be assigned.

Job Qualifications

Required:

• Juris Doctorate or an equivalent degree from an accredited law school or institution.
• Active license in good standing to practice law in at least one global jurisdiction.
• Minimum 8 years of legal experience, including at least 5 years handling M&A matters, preferably through a combination of law firm and corporate positions.
• Experience preparing, reviewing, negotiating, and advising on all forms of M&A, venture capital, and equity and debt deal structures and agreements.
• Strong cultural sensitivity and experience working in a global environment or with global teams.

Preferred:

• Life science, healthcare or medical device experience is preferred.
• Strong legal research and writing and complex problem-solving skills
• Exceptional written and oral communication skills
• A solutions-oriented, resilient team-player
• Experience working in a complex, matrixed organization on a global scale
• Results-orientated approach with strong personal and organizational accountability
• Ability to work independently and as part of a team
• Ability to build networks
• Ability to practice and manage situational adaptability

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