Director, Corporate Counsel

Why Ryan?

• Hybrid Work Options

• Award-Winning Culture

• Generous Personal Time Off (PTO) Benefits

• 14-Weeks of 100% Paid Leave for New Parents (Adoption Included)

• Monthly Gym Membership Reimbursement OR Gym Equipment Reimbursement

• Benefits Eligibility Effective Day One

• 401K with Employer Match

• Tuition Reimbursement After One Year of Service

• Fertility Assistance Program

• Four-Week Company-Paid Sabbatical Eligibility After Five Years of Service

This role assists the Vice President, Deputy General Counsel, Vice President, Legal – M&A, and other key Ryan stakeholders with directing, implementing, managing, coordinating, overseeing, and supervising corporate legal matters relating to the Firm including mergers and acquisitions activities, securities compliance and corporate governance matters.

Duties and responsibilities

• Assist and advise on matters of corporate governance and organizational structure for Ryan’s affiliated corporations and limited liability companies 
• Draft, review and negotiate transaction documents for potential acquisitions, joint ventures, divestitures or other M&A transactions, including non-disclosure agreements, letters of intent, term sheets, purchase agreements, schedules and related transaction documents
• Manage and analyze due diligence for acquisitions and advise internal stakeholders of risks
• Prepare closing checklists and certificates and manage closings for acquisitions and other corporate transactions
• Assist with integration of acquisitions as needed
• Assist with updating and managing credit facilities and covenant compliance and analysis
• Support matters related to capitalization including equity grants, transfers, sales and assignments and work with the Stock Plan Administrator to manage process and procedures related to equity ownership
• Ensure compliance with relevant securities laws, particularly related to equity matters 
• Manage entity formation, corporate organization charts and ongoing entity reporting and maintenance to ensure all entities are properly formed and remain in good standing 
• Monitor adherence to corporate formalities and entity operations by and between entities
• Experience with hCue or similar entity management software a plus 
• Provide clear, succinct, and actionable written advice to key executive stakeholders that reflects full understanding of the pertinent issues 
• Provide legal expertise to internal departments as needed, including Finance and Corporate Development 

 

Education and Experience:

• Juris Doctor Degree (JD) or equivalent and at least 8 years’ experience, combination of experience in a large law firm and in-house legal department preferred
• Experience drafting and negotiating transaction documents and managing due diligence required 
• Public company securities compliance experience required 
• Experience with real estate transactions and leasing a plus 

 

General:

• Demonstrates Hustle: Is able to multi-task and work efficiently in a fast- paced environment with multiple stakeholders. Can prioritize work independently. 
• Demonstrates Inclusivity: Maintains constructive relationships with clients, stakeholders and peers and work collaboratively to identify and assess options for resolving compliance issues. Collaborates and builds positive, productive relationships with team members at all levels across the legal department and global support function. 
• Demonstrates Grit: Able to work without a roadmap and be agile in ambiguous settings. Persistent in driving projects and facilities follow-up when others are involved to obtain timely results. 
• Demonstrates Humility: Appreciates the value of continued learning with a growth-mindset. Is able to align with company protocols and preferences. Seeks insights from others for best work product. Shares knowledge with others in a manner that enables team growth. 
• Stays Current: Monitors changes in laws and policies to ensure best practices are recommended and relevant compliance is being met, and audits for compliance with laws. Advises on select risk management matters. 

 

Computer Skills:

• To perform this job successfully, an individual must have intermediate skills in Microsoft® Word, Excel, Outlook, and Internet navigation and research.

 

Certificates and Licenses:

• JD from an accredited law school and currently licensed to practice law in the State of Texas.
• Valid driver’s license required. 

 

Supervisory Responsibilities:

• This role has no direct reports.

Equal Opportunity Employer: disability/veteran