Associate General Counsel jobs in Cleveland, OH

About Momentive Technologies

Momentive Technologies delivers purity that inspires progress. Leveraging a nearly 75-year legacy of innovation, our ultra-high-purity products help enable high-quality processing and production for a wide range of applications in the semiconductor, photovoltaic, lighting, aerospace, water purification, pharmaceutical, consumer electronics and telecommunications industries.

As a world leader in fused quartz and ceramic solutions, we offer an unrivaled ability to supply custom material solutions at scale to the highest standards of quality. By engineering custom materials with uncommon purity and unwavering precision, Momentive Technologies gives our customers the freedom to think big and develop transformative products that benefit mankind on the grandest of scales. Together, Momentive Technologies and our customers are reshaping the world.

Associate General Counsel

Reporting to the SVP and General Counsel, the Associate General Counsel will play a vital role in some of the company's most strategic projects and will provide strategic legal counsel and business guidance on a wide variety of topics including labor and employment; benefits; workers comp; commercial contracts; mergers and acquisitions; corporate and project finance; corporate governance; and global compliance with applicable federal, state, and local laws and regulations, all with a high degree of autonomy. This position identifies issues of the highest risk facing the company and provides legal advice, solutions, and counsel to members of management and the board of directors. The Associate General Counsel will be expected to be a hands-on-practicing attorney and a collaborative member of the Legal Department. The position is based in Strongsville, Ohio.

The Associate General Counsel will also be expected to contribute to, further refine, and execute on the Legal Department's strategy:

• Align the Legal Department with business direction and goals;
• Prioritize and justify investments in resources and technology;
• Demonstrate the Legal Department's value contribution and business impact to the company; and
• Measure success of the planning process.

To have success in this role, the Associate General Counsel must:

• Provide global legal support;
• Demonstrate a customer centric approach;
• Provide pro-active counsel;
• Provide practical guidance;
• Have a focus on enterprise risk;
• Must be a good teammate and business partner - helping to make better decisions even if not a "legal" question or issue; and
• Demonstrates an understanding of Momentive Technologies' business.

Responsibilities Include:

Handling a wide range of legal responsibilities as assigned by the SVP and General Counsel, including:

Business Partnering

• Provide legal advice to business partners at international locations (e.g., EMEA, APAC, Americas)
• Be a trusted partner across the organization by advising leadership on legal strategies, issues and risk management
• Provide strategic counseling and practical guidance in support of global business objectives
• Advise on company policies, business strategy, and legal issues and risks recommending potential solutions
• Ability to manage multiple projects effectively in a fast-paced environment to ensure the accurate completion and timely execution of business initiatives
• Assist colleagues as needs may arise, including providing timely legal advice and counsel to internal stakeholders and collaborating with teammates in the Legal Department on time-sensitive priorities and projects
• Strategic member of the Legal Department leadership team

Labor and Employment and U.S. Employee Benefits

• Advise on all HR and employment related issues
• Monitoring federal, state, and municipal legal developments on employment law and advising the team on new developments partnering with HR to support business goals
• Consult with and advise business unit management on matters regarding EEO, FMLA, FLSA, ADAAA, ADEA, Equal Pay, OSHA, Employee Privacy, Immigration, Diversity and Inclusion, Affirmative Action, Performance Management and Terminations
• Support HR team on all labor relations issues, including contract negotiations; grievance and arbitration; contract interpretation and administration; progressive discipline; ULPs; and positive employee engagement
• Counsel management regarding complex employee relations matters, including performance concerns, internal complaints, and requests for reasonable accommodations; develop solutions that meet organizational goals and are compliant with federal, state and local labor and employment laws
• Provide advice on day-to-day benefit plan questions (including on qualified plan rules, ERISA fiduciary and prohibited transaction rules)
• Draft and negotiate employment-related agreements (e.g., offer letters, severance agreements, settlement agreements)
• Oversee immigration-related matters, including monitoring the activities of outside immigration counsel

Legal Proceedings, Claims and Investigations

• Review inquiries from state and federal administrative, regulatory and other governmental agencies, perform necessary research of the law and internal practices, coordinate, draft, and negotiate the response and reviewing responses to the government agency
• Manage, strategize and advise on all litigation and claims matters including employment, EEOC, workers compensation, contract disputes, and other issues
• Respond to demand letters, wage claims, and employment-related charges filed with municipal, state or federal enforcement agencies (e.g., EEOC, DOL, DOJ, OSHA)

Transactional

• Support Treasury and Finance organization in capital markets transactions and related financing activities
• Assisting the SVP and General Counsel with mergers and acquisitions, both domestic and international, including drafting of NDAs, letters of intent, term sheets and other preliminary deal documents, as well as negotiating purchase and sale agreements and all other transaction-related documents
• Support acquisition related due diligence processes, including coordinating, and managing external legal counsel on due diligence processes
• Legal Department lead working with the business on all aspects of capex projects at the company's facilities or newly acquired facilities, including real estate transactions/matters
• Negotiate and draft complex transactions including purchases and sales of real estate, leases, licenses and turnkey acquisitions

General Corporate

• Prepare and maintain accurate and complete corporate records for domestic and international legal entities in compliance with applicable corporate governance requirements
• Support Corporate Secretary on corporate governance related matters, including preparation for board, committee and shareholder meetings; drafting meeting notices, agendas and minutes; reviewing and drafting board presentations; and assisting with various other board governance processes.
• Support subsidiary governance management, including drafting written consents, resolutions, secretary certificates and governance documents; maintaining proper records; and forming/dissolving legal entities
• Prepare, review and negotiate complex commercial contracts such as master services agreements, supply agreements, sales agreements, services agreements, non-qualified employee benefit plans, including the review of existing third-party trust provider agreements, and change in control matters and other business-related documents
• Supervise and guide legal professionals engaged with the procurement team negotiating vendor contracts to procure manufacturing materials, equipment, and indirect goods and services
• Negotiate strategic raw material supply agreements
• Negotiate key sell side contracts and responsible for all distribution contracts and relationships
• Assist in the development of company policies, procedures, guidelines, standards and other practices
• Prepare and perform various legal training courses to employees and contractors, as required
• Familiarity with legal operations principles, including process improvement, project management, technology implementation, and data analytics to enhance the efficiency of legal workflows
• Experience in managing legal budgets, controlling costs, and optimizing resource allocation to enhance the overall cost-effectiveness of legal operations
• Ability to manage relationships with external legal service providers, including law firms and legal technology vendors, to ensure cost-effective and high-quality services

Qualifications:

The position requires an accomplished attorney who is self-motivated and results-oriented, eager to take on new challenges and able to succeed within a performance-focused and dynamic environment.

• JD from an accredited law school with license to practice in any state in the United States
• 10 years of legal experience in complex corporate law in an in-house corporate position
• Demonstrated experience with corporate governance
• Experience in legal operations and law firm budget management including billing, analysis, and forecasting
• Experience in supporting mergers and acquisitions, including due diligence
• Strong problem-solving ability; adept at identifying legal issues, analyzing problems, and providing practical solutions that align with the company's business goals
• Strong oral and written communication skills with business partners and senior management; must be knowledgeable, persuasive, and able to inspire confidence in colleagues at all levels of the Company
• Proactive business partner; ability to work collaboratively with cross-functional teams and build positive working relationships with colleagues at all levels of the organization
• Strong contract drafting and negotiation experience is required
• Requires ability to anticipate internal and external business challenges and/or regulatory issues; recommend process, product or service improvements; solve unique and complex problems that have a broad impact on the business; contribute to the development of functional strategy; lead project teams to achieve milestones and objectives
• Skilled in the use of Microsoft applications
• Ability to manage multiple tasks simultaneously within strict deadlines and with a high degree of accuracy
• Ability to participate as a member of a team, assisting in other projects as needed or as assigned

Key Relationships:

• Shareholders, Board of Directors, Executive Leadership, Directors, Managers, Human Resources, Commercial, Finance, Procurement, Operations, Research & Development.

Travel Requirements:

• 20% Travel Required

EEO Statement

We treat all our associates and candidates as equals. We require all associates and managers to do so too and comply with employment laws and regulations. All personnel actions are conducted in the spirit of equal employment. We are committed to recruit, train, promote and retain associates without regard to race, color, religion, gender, gender identification and expression, national origin, marital status, age, disability, genetic information, military status, sexual orientation, or any other characteristic protected by applicable local, state or federal laws.

Accessibility Guidelines

We are committed to making the on-line application experience easy and accessible to individuals with disabilities. We are constantly making improvements to comply with the spirit of the "Americans with Disabilities Act," and the Web Content Accessibility Guidelines. If any of the information on the website is not accessible to you due to a disability, please contact us via phone at (440) 878-5739. Please provide the location of the inaccessible information and the format you wish to have the information presented and we will be happy to send it to you, either via your email address or a separate mailing address you provide. If you prefer, you may contact us and we will be happy to assist you with the application process.