Corporate Counsel

Ann Arbor, Michigan – Corporate Counsel #1050990 Job Summary Serve as NSCE's primary in‑house legal partner for corporate governance, entity management, and delegation of authority administration, ensuring approvals and records are accurate, searchable, and audit ready. Own governance documentation (resolutions, consents, officer appointments, minute books) and provide practical legal guidance that enables business execution while maintaining disciplined risk controls and compliance alignment. Support corporate aspects of strategic initiatives and transactions, coordinate corporate diligence and filings, and enable stakeholders through clear governance standards, training, and calendaring. Key Responsibilities Maintain NSCE's entity structure across jurisdictions (formations, qualifications, amendments, dissolutions) and coordinate registered agents and annual filings. Prepare and coordinate agendas, minutes, and materials for board/committee meetings as applicable; track actions and follow‑ups and manage governance calendaring. Own and maintain corporate minute books and governance records (resolutions, consents, officer appointments, committee records) to ensure audit readiness. Draft, review, and manage corporate approvals and internal authorizations for business actions, ensuring documentation is complete and aligned with governance requirements. Serve as legal owner of delegation of authority and signature governance (matrix, thresholds, execution rules), including guidance on escalations and exceptions. Support corporate aspects of strategic initiatives and transactions (restructurings, capital events, JVs, M&A support) including approvals, diligence, and closing deliverables. Support development, maintenance, and interpretation of corporate policies within Legal's scope (conflicts/related party governance, documentation standards) and provide stakeholder training. Partner with Legal Operations and IT on records retention and legal hold processes for corporate records; support incident response for corporate/governance implications as needed. Coordinate outside counsel for corporate governance and transaction support (as needed), including scope control, deliverable quality, and cost‑conscious management. Drive continuous improvement for governance workflows, templates, and knowledge resources; support other non‑essential duties as assigned or may be necessary. Associate General Counsel special projects and reporting as needed. Other non‑essential duties as assigned or may be necessary. Knowledge, Skills, and Abilities In‑house corporate governance and entity management expertise, including formations/qualifications, registered agents, annual filings, and maintenance across jurisdictions within complex legal entity structures. Strong drafting and writing skills for resolutions, consents, corporate policies, and governance documentation with high attention to detail. Delegation of authority and signature governance design/administration, including knowledge approval evidence standards and audit readiness. Transaction governance support skills (approvals, diligence production, closing deliverables, post‑closing governance integration). Ability to manage multiple workstreams with strong organization, discretion, and responsiveness in a fast‑paced environment. Clear communication and cross‑functional influence with a practical, business‑enabling orientation. Knowledge of records retention and legal hold concepts and ability to partner effectively with Legal Operations and IT. Experience coordinating outside counsel with scope discipline and cost‑conscious execution. Commitment to integrity, confidentiality, and legally sound decision‑making. Education and Position Requirements Juris Doctor (JD) from an accredited law school is required. Active license to practice law in at least one U.S. jurisdiction, in good standing is required. 6+ years of corporate, governance, and/or in‑house legal experience with responsibility for entity management, corporate approvals, and corporate records; experience supporting governance aspects of transactions and coordinating diligence/records production for lenders, investors, counterparties, and auditors. Benefits Medical and Dental (FastTek pays majority of the medical program) Vision Personal Time Off (PTO) Program Long Term Disability (100% paid) Life Insurance (100% paid) 401(k) with immediate vesting and 3% (of salary) dollar‑for‑dollar match #J-18808-Ljbffr