The VP, General Counsel and Corporate Secretary (GC) reports to the President and CEO and participates as a key member of the of the AMS Executive Management team (EMT) . This role possesses strong legal and global business acumen and works closely with members of the EMT to set AMS’ global legal strategy. The GC will provide counsel, leadership and guidance on all legal issues and compliance matters relating to AMS’ corporate environment; guidance on corporate legal issues to the board, and related board committee matters; and manages relationships with key external counsel. The GC will be knowledgeable in the structuring, negotiating and closing of high stakes intellectual property and product liability matters, providing guidance and legal support on employee legal issues, multijurisdictional risk management and involvement in new business initiatives and/models. The GC will maintain strong partnering relationships with the CEO, CFO, and Board members; possesses the necessary attributes and knowledge to perform the function of Corporate Secretary, and will align the legal function with corporate strategy while protecting the brand and company interests.
PRINCIPAL DUTIES AND RESPONSIBILITIES:
- Direct all legal activities to protect the company’s global interests and rights, including analysis and recommendations on legal, policy and regulatory issues; remain current on applicable laws and regulations including employee matters. Help company leadership understand the legal implications of possible actions and develop long range strategic plans for expanded and/or improved overall operations of the organization.
- Guide the development and implementation of international affiliates and distributor legal agreements, IP and trademark strategy, supplier and sales contracts, lease agreements, and other legal matters to avoid future litigation; ensure compliance with applicable laws and regulations and meet company policies.
- Serve as the Corporate Secretary, duties include, but are not limited to: having fiduciary duty to the corporation, encourage the board of directors to perform frequent corporate governance reviews, assist the board in tailoring governance principles and practices to fit the boards needs and expectations of investors.
- Ensure that the organization complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities.
- Serve as the key legal advisor on business transactions, including acquisitions, new business directions, assessing and advising on current and future business structures and legal entities.
- Counsel and educate leadership on the impact of new laws and regulations.
- Assume responsibility for, and design and implement processes/procedures to provide an effective legal compliance environment throughout the Company, including being knowledgeable in dealing with and providing legal support to meet SEC regulations.
- Prepare board resolutions, motions, company ballots, and other related documents.
- Assist in the development of policies, procedures and recommendations to senior management and the Board of Directors as to the disposition of legal matters to better protect the Company.
- Build upon and effectively manage the legal organization by providing decisive hands-on leadership, talent selection and retention and employee development.
- Selection, retention , management and evaluation of outside counsel and other legal service providers.
- Direct oversight of IP, PL and other potential litigation defense utilizing outside counsel, as well as advise on strategies to protect the company from litigation.
Education:
- Excellent academic credentials including an undergraduate degree, a JD from an ABA accredited law school, membership in the Minnesota State Bar or willingness to take the Minnesota State Bar within a year of hire.
Experience:
- Minimum of 15 years of combined law firm and in-house legal experience.
- Prior substantive legal experience to include distribution law, knowledge of SEC corporate governance requirements, commercial contracts, intellectual property, civil litigation, and general corporate work.
- Previous experience as GC or Assistant GC in a global public company with knowledge of FD&C Act and other international regulations in the medical device and or pharmaceutical industry is preferred, with particular preference for candidates who have prior experience/familiarity or has been in the role of Corporate Secretary.
Skills:
- Ability to work well in matrix environment and possesses superior analytical and drafting skills, the ability to identify and resolve and balance legal risks with business opportunities.
- Ability to prioritize conflicting demands from multiple business and sales internal clients in an extremely fast paced environment.
- Inspires confidence and trust of existing staff and Board members.
- Demonstrates creativity and is a results-oriented leader.
- Exhibits unquestionable ethics and integrity; is dedicated to maintaining a strong and collaborative organization.
- Establishes credibility with diverse constituents, effectively handles sensitive personnel issues, is both comfortable and effective working with all organizational levels.
- Exhibits political savvy. Navigates complex political situations effectively and quietly.
- Demonstrates strategic agility; highly intuitive; can anticipate consequences and future trends; can create novel competitive strategies and plans.
- Possesses perceptive global business acumen; knows current and possible future policies, practices, trends, technology and information affecting the company; understands the competition and how strategies and tactics work in the marketplace.
- Has demonstrated leadership skills in organizational development and has a track record of implementing effective and efficient best demonstrated practices and support systems.
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