Counsel, Corporate Transactions
ViacomCBSNew York, NY
Full Time Job
Overview and Responsibilities
The Counsel, Corporate Transactions will advise on domestic and international mergers, acquisitions, dispositions, joint ventures, investments and similar transactions, as well as handling other general corporate and departmental matters. The position will report to the Vice President and Senior Counsel, and will be based in New York, NY.
• Drafting, reviewing and negotiating transactional documents, such as stock and asset purchase/sale agreements, merger or de-merger agreements, joint venture agreements, partnership/LLC/shareholder agreements, investment agreements, framework agreements, inter-company agreements, confidentiality agreements, transition services agreements, side letters, engagement letters, letters of intent, bid letters and term sheets;
• Working closely and coordinating with ViacomCBS’ corporate development team, tax and accounting teams, divisional business teams and specialist lawyers in connection with the review, analysis, implementation and execution of potential transactions;
• Managing and coordinating due diligence reviews and preparation of related memoranda;
• Managing outside legal advisors on transactional and related regulatory matters;
• Advising on a broad range of business and legal affairs matters;
• Contributing to the various internal knowledge management initiatives, including a precedent document database, template agreements, presentations and training initiatives.
• JD from an accredited law school;
• New York State Bar membership in good standing or willingness and qualifications to promptly become Registered In-House Counsel
• Minimum of 5 years of experience in the M&A practice at a major law firm and/or a significant corporate legal department. In-house experience is a plus
• Excellent negotiating, drafting, transaction structuring and analytical skills;
• Excellent interpersonal and client relations skills;
• Fluid understanding of M&A case law, securities laws, antitrust and regulatory considerations, and other applicable statutory laws and regulations.
• Ability to negotiate with third parties independently while seeking supervision and guidance when necessary;
• Comfortable working autonomously, and coordinating a working group team;
• Ability to work efficiently and achieve desired results while managing multiple matters simultaneously in a fast paced, environment;
• Ability to communicate effectively with others, both verbally and in writing and to provide practical yet creative advice;
• Experience in working across domestic and international jurisdictions;Committed to operating with high ethical standards, trustworthiness and integrity with confidential matters;
• Ability, confidence and desire to lead deal teams in a collaborative way;
• Travel as needed.
ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others. The company delivers the largest share of the U.S. television audience and boasts one of the industry's most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.