Counsel, Corporate Transactions
Full Time Job
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, Paramount , 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.
The Counsel, Corporate Transactions will be an integral part of the Corporate Transactions team and will work and 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 ViacomCBS' Vice President, Senior Counsel, Corporate Transactions and will be based in New York, NY or Los Angeles, CA.
• 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 or California Bar membership in good standing or willingness and qualifications to become Registered In-House Counsel in New York State or California promptly;
• 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;
• Exceptional negotiating, drafting, transaction structuring and analytical skills;
• Excellent interpersonal and client relations skills;
• Fluid understanding of relevant M&A case law, securities laws, antitrust and regulatory considerations, and other relevant statutory laws and regulations.
• Ability to negotiate with third parties independently, while seeking supervision and guidance when necessary;
• Experience in working autonomously, and coordinating a working group team;
• Ability to work efficiently and simultaneously on multiple matters in a demanding, 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;
• High ethical standards and trustworthiness with confidential matters;
• Ability, confidence and desire to lead deal teams in a collaborative way;
• Travel as needed.