Corporate Counsel

Job Description

Job Description

Overview

The Corporate Counsel is responsible for providing appropriate and responsive legal support and advice to the Company on a variety of legal matters, with a particular focus on compliance, data privacy, and corporate governance. The Corporate Counsel will also support capital markets and securities matters, mergers and acquisitions, and other strategic transactions as needed. This role will draft, negotiate, and implement a broad range of contracts and provide compliance support across the enterprise. This position must have a solid business orientation and focus on practical problem solving, while upholding the Company's strong ethics, culture, and principles of integrity.

Responsibilities

• Lead and support the Company’s enterprise-wide compliance program, including Code of Conduct administration, policy development and implementation, training initiatives, anti-corruption, sanctions, whistleblower matters, and regulatory compliance;
• Advise on data privacy matters, including compliance with applicable federal and state privacy laws (e.g., CCPA, state consumer privacy laws), development and maintenance of privacy policies and notices, data subject requests, vendor data processing agreements, and privacy-related contract provisions;
• Identify legal and compliance risks and recommend and implement risk mitigation strategies across the enterprise;
• Draft, review, edit, and negotiate a wide variety of commercial and transactional agreements;
• Coordinate with and seek feedback and input from subject matter experts across the Company to complete contract reviews and approvals;
• Provide responsive and effective legal support and counsel to all of the Company’s departments as needed;
• Support the Company’s capital markets activity, including registered offerings, debt issuances, credit facility amendments, and other financing transactions, working closely with senior attorneys, outside counsel, underwriters, and lenders;
• Assist with the preparation and review of the Company’s periodic and current SEC filings, including Forms 10-K, 10-Q, and 8-K, and Section 16 filings (Forms 3, 4, and 5);
• Advise on Securities Act and Exchange Act matters, including Regulation FD, insider trading, Rule 144, and NYSE listing requirements, and assist in maintaining the Company’s insider trading and related-person transaction programs;
• Provide transactional support on dealership acquisitions, divestitures, and other strategic transactions, including drafting and negotiating letters of intent, purchase agreements, real estate documents, manufacturer framework documents, and ancillary deal documentation;
• Coordinate and manage legal due diligence and post-closing integration matters, including regulatory and manufacturer approvals;
• Perform special projects as assigned.

Qualifications

• Admission and member in good standing of a State Bar and qualified to practice as in-house counsel in Texas;
• Minimum of 8–10 years' experience at a law firm and/or in an in-house position, with a meaningful combination of compliance, data privacy, and corporate governance experience; experience with capital markets, securities and public company reporting, and transactional M&A is helpful but not required;
• Core competencies must be in compliance and data privacy, including knowledge of applicable federal and state privacy laws and regulations, compliance program development and administration, and risk assessment;
• Working knowledge of the federal securities laws and SEC rules and regulations applicable to public companies (Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley, Dodd-Frank, and related SEC and stock exchange requirements) is helpful;
• Significant experience drafting, reviewing, and negotiating contracts and transaction documents;
• Excellent written and verbal communication, research, and presentation skills;
• Excellent analytical and creative problem-solving skills;
• Ability to communicate effectively with business leaders, sales personnel, and subject matter experts;
• Practical, logical, and efficient problem solver;
• Strong work ethic, team player, and positive attitude;
• Organized and keen attention to detail;
• Results oriented, self-motivated, and self-directed;
• High degree of professionalism, sound judgment, and ability to handle confidential and market-sensitive information;
• Able to handle multiple concurrent assignments, and assume personal responsibility for deliverables under tight deadlines, working well under pressure in a rapidly changing environment.

• Prior experience with data privacy compliance programs, including responding to regulatory inquiries and data subject requests;
• Prior in-house experience at a publicly traded company, including experience supporting a Board of Directors and standing committees;
• Experience, within or for the automotive industry, or in another multi-state, retail, or franchise-regulated business;
• Experience with a wide variety of contracts, including commercial and technology;
• Excellent project management skills and ability to work cross-functionally.

• A Juris Doctorate from an ABA accredited law school with a strong academic record is required.