Assistant General Counsel, Corporate Securities

Job Description

Job Description

Company / Location Information

A.O. Smith is a global leader applying innovative technologies and energy-efficient solutions to products manufactured and marketed worldwide. The company is one of the world’s leading manufacturers of residential and commercial water heating equipment and boilers, as well as a manufacturer of water treatment products for residential and light commercial applications. A. O. Smith is headquartered in Milwaukee, Wisconsin, with approximately 12,000 employees at operations in the United States, Canada, China, India, Mexico, the Netherlands, and the United Kingdom.

Primary Function

A. O. Smith Corporation is seeking an experienced, business-oriented corporate attorney to join our Legal Department as Assistant General Counsel, Corporate & Securities.  Reporting to the General Counsel and located in Milwaukee, Wisconsin, this attorney will be involved in a broad range of legal, corporate and department issues, with a focus on company’s securities and regulatory compliance, corporate governance, M&A transactions and corporate secretary matters. 

Responsibilities

• U.S. Securities Compliance: Manage legal aspects of all SEC filings (10-K, 10-Q, 8-K, Section 16 reports/Form 4) and ensure compliance with NYSE listing standards.
• Corporate Governance: Advise on board and committee matters, prepare board materials, maintain corporate records, and help draft the annual proxy statement.
• Disclosure Controls: Help to develop and maintain disclosure controls and procedures, partnering with Finance, Internal Audit and Investor Relations on quarterly earnings releases, calls and scripts, as well as other analyst/investor meetings.
• Corporate Policies: Oversee insider trading policies, trading windows and 10b5-1 plans.
• Shareholder Relations: Support the annual stockholder meeting and partner with Investor Relations to manage shareholder proposals and proxy advisory relationships.
• Corporate Transactions: Provide legal support for mergers, acquisitions, share repurchases, capital markets activities (debt/equity offerings) and other corporate transactions.
• Due Diligence & Risk Management: Lead legal due diligence, analyzing risks related to legal and regulatory issues, compliance and liabilities.
• Documentation & Negotiation: Draft, review and negotiate transaction documents, including letters of intent, confidentiality agreements and purchase agreements.
• Enterprise Risk: Help design, implement and maintain enterprise-wide risk management frameworks and partner with Strategy, Internal Audit and Business Units to integrate risk management and mitigation plans across the enterprise.

• Regulatory & Trade Compliance: Ensure compliance with all applicable laws and regulations, including antitrust laws, import/export activities and industry-specific regulations.
• Outside Counsel Management: Manage external legal counsel and budgets.

Qualifications

• Must have earned a Juris Doctor degree
• The successful candidate will have at least 7-10 years of broad experience as a securities and corporate transactions attorney advising global, publicly-traded manufacturing companies headquartered in the U.S. 
• Must demonstrate the highest standards of personal and professional integrity and character and promote ethical business behavior throughout the organization.
• Must be a pragmatic, results-oriented lawyer with strong business acumen.
• Preferred candidates will have in-house legal experience, preferably coupled with earlier experience at a major law firm.
• Demonstrate a positive, professional, and collaborative demeanor to gain the confidence, trust and reliance of colleagues around the world.
• Develop and maintain a strong network of relationships inside and outside the organization to support the objectives of the Legal Department and the Company
• Must be a team player.
• Achieve an understanding of the Company’s businesses, policies, people, goals and risks.
• Speak in lay terms to a range of audiences about legal challenges of the Company
• Willingness to travel to global locations, as needed.

We Offer

Competitive compensation package and comprehensive benefits plans which include medical and dental insurance, company-sponsored life insurance, retirement security savings plan, short- and long-term disability programs and tuition assistance. 
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ADA Statement & EEO Statement

In developing this job description care was taken to include all competencies needed to successfully perform in this position. However, for Americans with Disabilities Act (ADA) purposes, the essential functions of the job may or may not have been described for purposes of ADA reasonable accommodation. All reasonable accommodation requests will be reviewed and evaluated on a case-by-case basis.

We consider all applicants for employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, gender identity and expression, marital or military status. We also provide reasonable accommodations to qualified individuals with disabilities in accordance with the Americans with Disabilities Act and applicable state and local law.