Director, Assistant General Counsel SEC, Governance and M&A
Posted Date: Sep 30, 2024
Requisition Number: 123068
Job Location: Hershey, PA
Note: Role expectation is to be in office Tuesday-Thursday.
Summary:
The Hershey Company is seeking a highly competent, detail-oriented and proactive leader and team player to serve as Director, Assistant General Counsel SEC, Governance & M&A. This position will be responsible for ensuring compliance with securities laws, rules and regulations, including preparation and filing of Forms 8-K, 10-Q and 10-K, registration statements on Forms S-1 and S-3, annual proxy statements and all related filings. In addition, this position will be responsible for maintaining and updating (as necessary) the Company’s governance policies and practices, including the Company’s Sarbanes-Oxley controls, governance guidelines, committee charters and other governing documents, to ensure compliance with regulatory and NYSE listing requirements, best practices, emerging trends and Board needs.
Under the guidance of the Deputy General Counsel and Assistant Secretary, the successful candidate will also serve as a key advisor to the Company’s investor relations, corporate finance, external reporting, internal audit, treasury and executive compensation departments and will be expected to provide practical, business-focused advice and solutions to complex business challenges.
Finally, this position will be responsible for assisting the Deputy General Counsel and Assistant Secretary in setting strategic direction for the M&A function within the Legal Department and supporting all legal-related M&A activities, including drafting and negotiating non-disclosure agreements, asset and stock purchase/sale agreements, joint venture and partnership agreements and other strategic partnership-related documents. Responsibilities also include coordinating and overseeing due diligence activities for the Legal Department globally and working closely with the Company’s M&A team to oversee due diligence on an enterprise-wide scale. This position will also have responsibility for coordinating and completing all SEC/NYSE filings related to M&A activities and for serving as the legal representative to the Company’s integration team, responsible for helping ensure new acquisition ventures are successfully incorporated into the Company’s ongoing business operations.
Candidates must have 10+ years of experience supporting the key securities, corporate governance and finance needs of a global, Fortune 500 company. The successful candidate must have deep familiarity and experience with SEC/NYSE rules and filings, FINRA, HSR (and related international antitrust statutes) and other M&A related rules and regulations. Experience with supporting total rewards, compensation, benefits and other HR-related activities. Experience in all types of negotiated transactions and other business and commercial transactions is needed.
The successful candidate will have strong people leadership skills with passionate commitment to foster a diverse, inclusive, and collaborative culture to deliver high impact legal and business results. Candidates must be exceptional communicators with proven ability to facilitate discussions and issue resolution, as significant interaction with key business leaders – including the VP, Investor Relations, Chief Accounting Officer, and Treasurer, and Chief Development Officer (M&A) is expected. Demonstrated ability to work both cross-functionally and with others within the Legal Department to achieve desired outcomes is a must.
Major Duties/Responsibilities:
- Securities and Corporate Governance
- Ensure compliance with securities laws, rules and regulations by assisting in creating Board and/or Committee materials, as requested
- Prepare and file Forms 8-K, 10-Q and 10-K, registration statements, proxy statements and all related filings
- Maintain governance policies and practices, including corporate governance guidelines, committee charters and other governing documents
- Oversee U.S. entity management governance
- Advise members of senior management and the Board of Directors regarding securities and corporate governance activities, trends and best practices, including environmental, social and governance (ESG) developments - Finance, Investor Relations and Executive Compensation
- Review, advise and assist with filing/publishing quarterly earnings releases, investor presentations, quarterly and annual reports and other public communications
- Advise on all executive compensation activities, maintain and update form equity award agreements and oversee section 16 officer filings and related activities
- Advise on audit and treasury activities, including Company share repurchase programs, legal organizational structure matters, quarterly legal reserves, bond issuances and compliance with the Company’s revolving credit agreement
- Support Total Rewards team in their administration of employee compensation benefits programs - Mergers & Acquisition Activities
- Draft and negotiate non-disclosure agreements, asset and stock purchase/sale agreements, joint venture and partnership agreements and other strategic partnership-related documents
- Strategizing with and supervising outside and in-house counsel on issues related to all aspects of mergers, acquisitions, divestitures, select distribution agreements, and other complex transactions, including due diligence
- Prioritize and implement M&A projects in support of Legal business operations
- Provide risk-aware, actionable legal advice on M&A projects and initiatives while engaging in-house colleagues, as necessary
- Coordinate and complete M&A-related filings (SEC, NYSE, HSR) and respond to relevant inquiries (FINRA)
- Lead integration efforts for Legal Department - Strategic and Financial Planning, Analysis, and Reporting
- Develop and deliver annual budget to ensure consistent, predictable spend
- Develop and use diagnostic tools and approaches to measure effectiveness, including but not limited to qualitative data collection, surveys, metrics and scorecards
- Analyze data and identify trends and opportunities to improve organizational agility and ability to predict and react to changes in the competitive market
- Initiating, developing, providing and overseeing the implementation of internal processes as well as in-house training and development.
Minimum Education and Experience Requirements:
- Juris Doctor (J.D.)
- Admitted to practice in Pennsylvania or the ability to obtain a limited corporate counsel license in Pennsylvania
- 10+ years of relevant experience with a major law firm or public corporation
- Experience in supervising and coordinating outside legal counsel and other advisors
- Experience negotiating and managing eternal stakeholders including regulators, investors, proxy advisors.
- Experience and knowledge in risk management and evaluation.
- Experience managing and developing teams/individuals
- Experience supporting compensation and benefits.
- Experience in regulatory and/or packaged goods environment is preferred.
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