Senior Counsel

Company Overview

At FUJIFILM Holdings America Corporation, we're redefining innovation across the industries we touch-from healthcare and photography to semiconductors and data storage. With roots in photosensitive materials and a legacy of groundbreaking technology, we now lead 23 diverse affiliate businesses across the Americas.

We're looking for mission-driven talents eager to join us to help create, market, and support a vast portfolio of products. At Fujifilm you'll have the opportunity to explore and grow your skills in new, exciting ways. Whether you're shaping tomorrow's tech or redefining today's processes, we'll provide a flexible work environment and dynamic culture where innovation thrives.

Our Americas HQ is nestled in Valhalla, New York, a charming town known for its excellent schools, beautiful parks, and easy access to the vibrancy of New York City.

Fujifilm is globally headquartered in Tokyo with over 70,000 employees across four key business segments of healthcare, electronics, business innovation, and imaging. We are guided and united by our Group Purpose of "giving our world more smiles." Visit:

Overview

We are hiring a highly skilled and detail-oriented Senior Counsel to provide strategic and comprehensive legal counsel for FUJIFILM Holdings America Corporation and its various businesses. Reporting to the Division General Counsel, Electronics, M&A & Assistant Secretary, the Senior Counsel, will be responsible for handling corporate and transactional matters for FUJIFILM Holding and its subsidiaries, and all legal affairs relating to the businesses. Key responsibilities include handling legal lifecycle of deals, ensuring compliance with multinational filing and disclosure mandates, and advising on mergers, acquisitions, divestitures, corporate reorganizations, equity investments, corporate governance, dissolutions, joint ventures, strategic partnerships, and a broad range of other general corporate matters.

This role requires deep expertise in corporate law, state corporate secretarial filings, tax experience, extensive and exceptional transactional experience, and strong analytical, drafting, research, and negotiation skills. The right candidate is excited to join a growing company with a diverse portfolio of software, IT services, and manufacturing businesses. This attorney will work both independently and collaboratively and serve as a reliable and excellent legal advisor and valued business partner for FUJIFILM Holdings and its subsidiaries. Please submit a cover letter and resume detailing your interest and relevant deal expertise.


External US

Responsibilities

• Draft, negotiate, and handle a variety of strategic and complex corporate transaction documents, contracts, and legal memos, and develop standard form agreements, templates, playbooks, and checklists, including but not limited to:
• confidentiality and non-disclosure agreements, letter of intent, letter of interest, memorandums of understanding, exclusivity agreements, due diligent request lists, process letters, non-binding offers, issue lists, stock purchase agreements, disclosure schedules, transition services agreements, intellectual property assignment agreements, technology transfer agreements, asset purchase agreements, bill of sale, assignment and assumption agreements, manufacturing supply agreements, merger agreements, transition services agreements, term sheets, shareholder agreements, voting agreements, intra-company service agreements, joint venture agreements, join development agreements, IP license agreements, RSU/Option plan assumptions, executive employment contracts, credit agreements, commitment letters, loan agreements, promissory notes, closing checklists, subscription agreements, investors' rights agreements, equity agreements, financing agreements and security documents, secondment agreements and employment/retention agreements related to transactions.
• Draft shareholder and board resolutions, meeting minutes, consents, officer's certificate, secretary's certificate, stock powers, LLC operating agreements, partnership agreements, plan of merger, certificate of merger, and bylaws amendments for U.S. legal entities, ensuring compliance with applicable corporate governance requirements.
• Handle and advise on all aspects of M&A transactions including deal evaluation, multiple jurisdictional due diligence investigations and reporting, structuring, negotiation, documentation, and closing.
• Provide guidance on regulatory compliance including antitrust/competition laws, Committee on Foreign Investment in the United States (CFIUS) and Hart-Scott-Rodino (HSR) filings, securities laws, and industry-specific regulations. Areas of expertise include entity formation, general corporate matters, mergers, acquisitions, divestitures, equity investments, dissolutions, bankruptcy, spin-offs, carve-out transactions, stranded cost analysis, strategic equity partnerships, private equity and venture capital transactions, cross-border and international transactions involving multiple jurisdictions, and real estate transactions ancillary to M&A deals. Structure and advise on earn-out and escrow mechanisms, and other strategic corporate transactions and reorganizations.
• Oversee or handle the preparation and timely filing of all required annual and periodic corporate reports with Secretaries of State across all 50 U.S. states where the company is qualified to do business. Ensure compliance with Canadian regulations, including the filing of Annual Returns under the Canada Business Corporations Act (CBCA). Prepare and maintain accurate and complete corporate records for domestic and international legal entities in compliance with applicable corporate governance requirements.
• Oversee or handle new mandated filings, including Individuals with Significant Control (ISC) registers in Canada and Corporate Transparency Act (CTA) reports in the U.S. Draft and manage board resolutions, meeting minutes, and written consents for both parent and subsidiary boards to maintain corporate governance compliance. Develop and implement best practices and templates for transaction documentation and due diligence processes.
• Develop, refine, and implement best practices, process improvements, templates, and checklists for transaction documentation, due diligence, and corporate governance to drive efficiency, reduce risk, and standardize workflows.
• Provide day-to-day legal advice and support for various domestic and cross-border corporate transactions, contracts, compliance, and operational matters impacting FUJIFILM's software and information technology services subsidiaries.
• Draft, review, negotiate, and manage a broad spectrum of strategic commercial agreements for software and IT services businesses, including but not limited to: partnership and joint venture agreements, joint development agreements, technology licensing and SaaS agreements, master services agreements, facilities and logistics services agreements, real estate leases and contracts, non-disclosure agreements, purchase orders, consultant agreements, and related documentation. Ensure these contracts align with internal policies and applicable laws.
• Coordinate with tax, finance, and HR on deal structure, working capital, equity/comp, and employment transitions, and supervise specialized outside counsel to ensure cohesive deal execution. Support antitrust, trade, and environmental compliance, pre-litigation, dispute resolution, government inquiries, and investigation, settlement matters, and handle other specialized matters with the assistance of external counsel resources.
• Provide actionable and sound legal advice, prepare reports, and make recommendations to management on a variety of corporate, transactional, and governance issues efficiently.
• Continuously monitor legislative, regulatory, and judicial developments globally affecting corporate governance, M&A, securities, antitrust, trade, and related legal areas to proactively advise the business on potential impacts and compliance obligations.
• Design and deliver training programs for FUJIFILM Holdings America Corporation and its affiliates on key legal topics, including corporate governance best practices, M&A processes, entity management, representations and warranties insurance, contract management, antitrust compliance, and specialized regulations related to software and IT services sectors.
• Perform other duties as assigned.

Required Skills/Education

• Minimum 10 years of relevant experience in corporate law firms and/or in-house legal departments with a focus on M&A, tax, and corporate governance, preferably with a multinational company.
• Proven track record of handling complex domestic and cross-border transactions, commercial contracts, general corporate matters, mergers and acquisitions, divestitures, joint ventures, equity investments, dissolutions, reorganizations, capitalization matters, integration planning and post-closing implementation, escrow/holdback/earnout mechanics, transition services, and restrictive covenants, and commercial contract negotiations.
• Experience advising on tax implications related to mergers, acquisitions, reorganizations, and other corporate transactions.
• Deep knowledge of Delaware General Corporation Law and provincial and federal Canadian statutes.
• Experience with M&A insurance processes (RWI and claim handling).
• Legal experience or demonstrable knowledge of the software and information technology services industries is preferred.
• Excellent verbal, written, and presentation skills, including business communications, legal presentations, training materials, and reports, with the ability to analyze, resolve, and clearly explain legal issues.
• Demonstrated ability to work independently and collaboratively and timely complete multiple, concurrent projects with accuracy.
• Ability to collaborate with multicultural teams and companies operating across different time zones; some travel may be requested.
• Strong planning and prioritizing, organization, communication, multitasking, problem-solving, and interpersonal skills.
• Adept at collaborating across business divisions, functions, and geographies, with the ability to engage and communicate with colleagues at all levels on projects and other cross-functional matters while continuing to own and drive them. Ability to collaborate effectively with tax, finance, and HR teams on deal structuring and related tax matters.
• Quickly grasps business objectives and applies them to transactions and commercial contracts to deliver succinct and practical solutions.
• Strong work ethic and ability to concurrently deliver multiple business and legal projects.
• Ability to work under tight deadlines and adapt to rapidly changing priorities.
• Experience working in a fast-paced, dynamic environment, with the ability to manage multiple priorities effectively.
• College degree and juris doctorate from accredited law school. Academic honors preferred.
• Licensed to practice law in good standing under the state bar of the attorney's work location.

Desired Skills and Experience

• Demonstrated experience and familiarity with antitrust matters, CFIUS, and HSR compliance.
• Ability to navigate and advise on multinational legal and regulatory issues impacting global corporations.
• Follow-Up and Execution Skills
• Strong Project Management Skills: organization workstreams, maintaining checklists, and driving accountability to timelines.
• Ability to Multitask
• Collaborative
• Analytical
• Proactive, Responsive, and Productive
• Ability to Initiate, Drive, and Deliver Continuous Improvements and Operational Excellence
• Culturally Astute
• Technology and Operationally Savvy
• Budget Conscious

Salary and Benefits:

• Up to $195,000 depending on experience.
• Medical, Dental, Vision
• Life Insurance
• 401k
• Paid Time Off

*#LI-REMOTE

EEO Information

Fujifilm is committed to providing equal opportunities in hiring, promotion and advancement, compensation, benefits, and training regardless of nationality, age, gender, sexual orientation or gender identity, race, ethnicity, religion, political creed, ideology, national, or social origin, disability, veteran status, etc.

ADA Information

If you require reasonable accommodation in completing this application, interviewing, completing any pre-employment testing, or otherwise participating in the employee selection process, please direct your inquiries to our HR Department (View email address on click.appcast.io).