General Counsel & Corporate Secretary

Carey International•Frederick, MD

25d•Hybrid

About The Position

The General Counsel and Corporate Secretary is Carey's chief legal officer, reporting to the Executive Chairman, with a standing reporting line to the Board on legal risk and exposure. The role provides licensed legal judgment and privilege across litigation, commercial contracting, regulatory and operating authority, insurance and risk, lender and finance matters, corporate governance, and corporate transactions. The position directs Legal Operations and a panel of outside firms, manages outside legal spend against a budget, and serves as Corporate Secretary to the company and its subsidiaries. Its primary duty is management of the company's legal function and independent legal judgment on significant business matters. The General Counsel also builds documented legal processes so the function continues without interruption during their absence. The role oversees litigation and disputes; commercial contracting and agreement controls; regulatory and operating authority; the company's insurance and risk program; lender and finance support; corporate governance and records; corporate transactions; and employment legal support. It manages outside counsel relationships, budgets, invoice approvals, legal spend forecasting, and process documentation. The position directly supervises the Director, Legal Operations and manages outside counsel, alternative legal providers, and the insurance broker relationship. This is a full-time hybrid position based at Carey's Frederick, Maryland headquarters, with regular travel to major operating markets and availability for time-sensitive executive, Board, and transaction matters. Physical requirements include frequent sitting, constant computer and keyboard use and verbal communication, occasional lifting or carrying up to 10 pounds, and regular air and ground travel, including overnight trips. Reasonable accommodation is available to enable qualified individuals with disabilities to perform the essential functions.

Requirements

Juris Doctor from an accredited law school.
Active license in good standing to practice law in at least one United States jurisdiction, with ability to register as in-house counsel where required.
Ten or more years of post-qualification legal experience, including at least four years in-house at or near the head of a legal function.
Generalist commercial experience across commercial contracting, employment, regulatory matters, corporate governance, and litigation management.
Experience as the sole or most senior lawyer in an organization, including selecting, scoping, budgeting, and replacing outside counsel and building legal processes where none existed.
Substantive ownership of, or deep partnership on, a commercial insurance program.
Commercial judgment to identify and quantify legal risk and recommend a clear course of action.
Financial ownership of legal and insurance spend, including budgeting and variance reporting.
Ability to independently analyze technical and data disputes in collaboration with internal technical experts.
Knowledge of ground transportation regulatory regimes, commercial insurance programs, and credit and security documentation.
Fluent use of modern legal research and drafting tools, including AI-assisted research and drafting.
Clear, concise written and verbal communication with executives, the Board, and counterparties.
Disciplined approach to obtaining business-owner approval before issuing terms, contracts, or positions to counterparties; forthright communication of adverse developments; process-mindedness; composure under pressure; and confidence in expressing views on risk and exposure.

Nice To Haves

Experience in regulated transportation, logistics, mobility, hospitality, or multi-site services; regulated ground transportation experience is preferred.
Experience supporting a company through a lender workout, forbearance, covenant default, or restructuring.
Franchise or licensed-partner network experience.
California employment and wage-and-hour experience and state public utilities commission practice.
Corporate transaction experience, including diligence, disclosure, and integration.
Corporate Secretary experience across a multi-entity structure.

Responsibilities

Own strategy, forum, counsel selection, scope, budget, and settlement posture for litigation, arbitration, and disputes; assess claims and maintain matter ownership, exposure schedules, and monthly status reporting.
Own commercial templates, negotiation playbooks, fallback positions, signature matrix, escalation triggers, and direct negotiation of agreements involving insurance minimums, indemnity, data protection, or exclusivity.
Manage vendor breach, cure, non-renewal, and termination provisions, and own franchise and alliance agreement templates and related disputes or terminations.
Provide legal oversight of operating authority across state public utilities commission, federal motor carrier, municipal for-hire, and airport authority regimes; manage related legal judgment, disputes, enforcement, filings, and recurring large-event regulatory work.
Document and maintain the company's positions on commercial motor vehicle classification and the chauffeur engagement model, including associated exposure.
Own the insurance program with the Chief Financial Officer, including program structure, adequacy, renewals, broker and carrier relationships, contractual insurance obligations, certificates, loss runs, reserves, alternative risk structures, claims tenders, notices, and coverage disputes.
Review and negotiate credit and security documents, covenant language, waivers, amendments, consents, and subordination arrangements; support lending-related reporting obligations.
Serve as Corporate Secretary to the company and subsidiaries; prepare Board and committee consents and resolutions and maintain legal entities and corporate records.
Provide legal support for transformation programs and corporate transactions, including entity work, commercial structure, counterparty diligence, disclosure, and definitive documents.
Provide employment legal support to the Chief People Officer, including privilege, litigation posture, settlement structure, exposure analysis, reductions in force, and notification analysis.
Manage outside counsel panel, rate cards, engagement letters, matter budgets, firm selection and consolidation, and approval of outside counsel invoices.
Forecast outside legal spend, report monthly variance, prepare the annual legal and risk budget by workstream, and document processes, routing rules, and escalation frameworks.
Directly supervise the Director, Legal Operations and select, direct, and manage outside counsel, alternative legal providers, and the insurance broker relationship.
Perform other duties that are not essential to the position and may be reasonably reassigned as an accommodation.