Counsel - Corporate Governance and M&A

General Mills•Golden Valley, MN

About The Position

General Mills is seeking an attorney to join its corporate law group in support of the corporate secretary and securities law function and the mergers and acquisitions (M&A) function. The position will be responsible for leading or supporting a variety of matters within the office of the corporate secretary as well as assisting with M&A transactions. Responsibilities include supporting the Board of Directors and Board committees, counseling on corporate law and governance matters, preparing the company’s proxy statement and assisting with all phases of the M&A lifecycle (including deal structure, transaction process, legal due diligence, negotiation of definitive transaction documents, and post-closing integration/transition matters). Ideal candidates will have experience addressing governance issues and regulations, preparing proxy statements and other SEC disclosures, and working on M&A transactions throughout the entire life-cycle, including drafting definitive agreements, overseeing due diligence and post-signing and closing matters.

Requirements

Juris Doctor degree
At least 3 years of experience at a large law firm or legal department of a publicly held corporation, with experience in corporate governance and/or M&A
Strong project management, judgment, and communication skills, including with senior executives and board members, with the ability to coordinate cross‑functional stakeholders and outside advisors under tight timelines
Growth mindset with enthusiasm and capacity to broaden responsibilities over time while already possessing foundational experience
Willingness to travel, as periodic travel will be required

Responsibilities

Develop corporate governance policies, practices, and disclosures responsive to evolving best practices and regulatory developments; prepare materials for Board and Committee meetings.
Support the Corporate Governance Committee through preparation of agendas and materials.
Prepare, review, and distribute Board and Committee materials; maintain the electronic board portal; and draft resolutions and minutes.
Assist in the preparation, drafting, filing and distribution of the company’s annual proxy statement, manage the annual proxy drafting schedule, and coordinate the annual stockholders’ meeting.
Support investor engagements on governance, environmental and social matters, and executive compensation, and respond to stockholder proxy proposals.
Provide legal advice on corporate law, SEC disclosure questions, and NYSE listing standards.
Provide day-to-day leadership and support for public and private M&A transactions, joint ventures, divestitures, and other strategic transactions from inception through post-closing.
Facilitate preparation and negotiation of definitive agreements, including purchase/merger agreements, transition services agreements, licenses agreements and other ancillary agreements.
Coordinate and lead legal due diligence for transactions in partnership with a variety of cross-functional stakeholders.
Support post-signing and post-closing matters, including regulatory filings, integration/separation planning and execution, commercial contract assignments, intellectual property transfers, and other transition matters.