Managing Legal Counsel - Corporate Governance and M&A

At T. Rowe Price, we identify and actively invest in opportunities to help people thrive in an evolving world. As a premier global asset management organization with more than 85 years of experience, we provide investment solutions and a broad range of equity, fixed income, and multi-asset capabilities to individuals, advisors, institutions, and retirement plan sponsors. We take an active, independent approach to investing, offering our dynamic perspective and meaningful partnership so our clients can feel more confident. We believe doing the right thing for our clients and our associates is good business. With a career at the firm, you can expect opportunities to create real impact at work and in your community. You’ll enjoy resources to support your career path, as well as compensation, benefits, and flexibility to enrich your life. Here, you’ll find a collaborative culture that respects and values differences and colleagues who share a spirit of generosity. Join us for the opportunity to grow and make a difference in ways that matter to you. About the Role Provide legal advice and business counsel to the company on mergers, acquisitions and divestitures and other strategic transactions. Lead potential transactions from legal perspective and coordinate advice and diligence within the legal and compliance team. Engage and manage where appropriate outside counsel. This role will serve as the firm’s primary legal advisor on all potential strategic transactions, advising senior leaders on the same, and expected to lead negotiations, diligence and coordinate other legals SMEs on the same. Provide advice on filings with the SEC, including Form 10-K and Proxy Statements, making determinations concerning required filings, and advising management of new disclosure requirements. Advise and assist with meetings of company’s various board of directors. Develop corporate governance policies and implement legal controls to help ensure sound corporate governance practices. Provide advice on best practices for management reporting to corporate boards. Role Summary Provides specialized, expert legal counsel to multiple businesses or functional areas. Often seen as a legal practice area expert, advising business or functional area leaders on legally sound courses of action in the resolution of business problems. Has a breadth of expertise across multiple key legal issues that are strategically relevant to assigned businesses or functional areas. Viewed as a trusted internal resource capable of using knowledge of the organization's businesses, products, services, and/or strategies to articulate and advance complex legal positions. Contributes to establishing the organization's professional standards in areas of expertise. Responsible for assigned matters and may assign work to less experienced attorneys or other legal staff. Responsibilities

• Handles a portfolio of complex, specialized legal issues, including serving as an advisor to internal and external stakeholders, including outside counsel, relevant to issues affecting the assigned entities. Initiates contact, retains, and manages outside counsel who provide legal services to the entities, as needed. Communicates expectations for deliverables and service levels; ensures retained counsel is kept informed of entities' priorities and strategies. Reviews outside counsel work for appropriateness, quality, and alignment to expectations; provides feedback and direction to rectify any issues.
• Reviews presented business issues, conducts extensive legal research and investigations with the assistance of less experienced professionals, and crafts legal solutions, balancing internal and external stakeholder interests with the risks of adverse legal actions, revenue loss, or reputational damage to the entities. Issues are typically complex or without much precedence and require creative solutions. Frequently enlists more junior colleagues to conduct more routine assignments within large-scale matters/issues.
• Communicates and collaborates with leaders who also serve in an advisory or oversight capacity and independently develops the legal response/position for complex issues identified as the most severe risks or areas of noncompliance. Reviews summaries of legal matters and due diligence activities prepared by less experienced professionals and uses expert knowledge and sound judgment to confirm their accuracy, potential impact, and necessity for action.
• Initiates contact, retains, and manages outside counsel who provide legal services to the entities for more complex legal issues as needed. Communicates expectations for deliverables and service levels; ensures retained counsel is kept informed of entity priorities and strategies. Reviews outside counsel work for appropriateness, quality, and alignment to expectations; provides feedback and direction to rectify any issues.
• Maintains a significant understanding of practice or functional area products and services and frequently specializes in a specific product or practice area. Maintains expert knowledge of all regulators relevant to the practice or functional areas. Continues to advance knowledge through participation in external industry or professional events and may exert influence on industry thinking
• Provides work guidance and mentoring to less experienced attorneys or other legal department colleagues. May manage medium-sized team or multiple micro-teams.

Qualifications Required:

• Law Degree from accredited School of Law AND
• Admission to the MD State Bar or other State Bar AND
• 10+ years of total relevant work experience AND
• Must have in-depth knowledge of corporate governance laws and practices, including experience serving as lead counsel to clients in similar transactions
• Must have complex M&A legal experience, including leading transactions as primary counsel
• Must have knowledge of US public company reporting requirements

Preferred:

• In-depth specialized knowledge of global corporate governance and merger and acquisitions laws and practices gained through a mix of law firm and in house experience
• Knowledge of Maryland corporate laws
• Knowledge of international corporate laws
• Demonstrated skill and experience influencing others and leading to preferred outcomes. Willingness to collaborate and share knowledge
• Ability to interact effectively and work in partnership with a diverse group of internal and external contacts
• Ability to balance the needs of individual business units with a broader understanding of the objectives of the firm as a whole
• Excellent conflict management skills

FINRA Requirements FINRA licenses are not required and will not be supported for this role. Work Flexibility This role is eligible for hybrid work, with up to one day per week from home. Base Salary Ranges Please review the job posting for the location of this specific opportunity. $174,000.00 - $297,000.00 for the location of: Maryland, Colorado, Washington and remote workers $191,000.00 - $327,000.00 for the location of: Washington, D.C. $218,000.00 - $350,000.00 for the location of: New York, California Placement within the range provided above is based on the individual’s relevant experience and skills for the role. Base salary is only one component of our total compensation package. Employees may be eligible for a discretionary bonus, which is determined upon company and individual performance. Commitment to Diversity, Equity, and Inclusion At T. Rowe Price, our associates are our greatest asset. We thrive because our company culture is built on inclusion and because we sustain a work environment where associates can bring their best selves to work every day. The backgrounds, talents, and experiences of our global associates allow us to embrace new ideas and perspectives that move our business priorities forward and enable us to deliver strong client outcomes. Here, you can expect equal opportunity and fair and consistent treatment for all. Benefits We value your goals and needs, at work and in life. As an associate, you’ll be supported with resources, benefits, and work-life balance so you can thrive in ways that matter to you. Featured employee benefits to enrich your life:

• Competitive compensation
• Annual bonus eligibility
• A generous retirement plan
• Hybrid work schedule
• Health and wellness benefits, including online therapy
• Paid time off for vacation, illness, medical appointments, and volunteering days
• Family care resources, including fertility and adoption benefits

Learn more about our benefits. T. Rowe Price is an equal opportunity employer and values diversity of thought, gender, and race. We believe our continued success depends upon the equal treatment of all associates and applicants for employment without discrimination on the basis of race, religion, creed, color, national origin, sex, gender, age, mental or physical disability, marital status, sexual orientation, gender identity or expression, citizenship status, military or veteran status, pregnancy, or any other classification protected by country, federal, state, or local law.