Vice President and General Counsel

American Bureau of Shipping•Spring, TX

About The Position

Operating within broad guidelines established by the CEO of ABS Group and Executive Vice President - General Counsel and Secretary, the Vice President and General Counsel of ABS Group serves as the chief legal adviser of the Company and leads corporate transactions (including M&A), corporate governance, and other corporate legal and commercial contract matters. The position manages a small legal department, counsels management on the legal implications of all company activities and liabilities to the Company, provides for legal services as required in judicial proceedings, and obtains the services of outside counsel as required to complement available legal resources. The ideal candidate will be able to work independently, solve problems creatively, prioritize relentlessly, exercise business judgment soundly, and operate with a sense of urgency to get things done.

Requirements

J.D. or LL.B. degree from an accredited institution.
15 or more years of legal experience in corporate law with an emphasis on contracts and mergers and acquisitions.
Significant experience in M&A, commercial contracts, and governance.
The ability to negotiate detailed, sensitive legal issues with clients and other interested parties.
Broad knowledge of all aspects of the legal field, including litigations, corporate law and labor law, to advise employees on a variety of subjects.
Strong focus on M&A; must be able to take on the role of lead M&A counsel, providing leadership and/or support for all elements of transactions, including structuring, overall due diligence, documentation, and coordinating signing and closing.
The human relations skills necessary to organize and manage the activities of other attorneys and managers.
Experience in a Quality Management System.
Working knowledge of the ABS Health, Safety, Quality and Environmental Management System.

Responsibilities

Collaborates with other senior executives to develop short- and long-range strategic and business plans for ABSG worldwide including ensuring legal compliance with organic and inorganic growth initiatives including mergers and acquisitions.
Writes, reviews, negotiates, interprets, and manages all legal contracts and documents to ensure they meet all legal requirements and are written in the best interest of ABS and affiliated companies.
Counsels management on the legal implications of all Company activities and potential liabilities.
Advises the executive management team on new laws, existing laws and legal rights that would impact functionality of the business.
Develops and implements policies and procedures designed to protect the assets of ABS and to ensure the Company and its subsidiaries comply with all international, local, state, and federal laws and regulations.
Maintains familiarity with the company’s operations and keeps records of registrations, business licenses and other legal documents.
Supervises outside counsel and crafts/reviews legal strategy in response to litigation and otherwise provides legal services as required in judicial proceedings.
Prepares an operating budget for the Legal Department and ensures the Legal Department is organized, staffed and operated to protect the interests of ABS and affiliated companies.
Makes changes to the organization, staffing or budgets as conditions warrant and with the approval of the CEO of ABS Group.
Obtains the services of outside counsel as required to complement available internal legal resources. Reviews their activities to ensure they meet standards as established by ABS and affiliated companies.
Coordinates with the ABS Group Vice President of Finance to ensure that the risk management and loss prevention programs protect the corporation assets to the maximum extent possible.
Provides corporate governance support, including taking and drafting Board meeting minutes, preparing written consents and resolutions, and otherwise assisting in managing the corporate books and records.
Accountable and responsible for the ABS Health, Safety, Quality and Environment (HSQE) Management System by working with other senior executives to oversee the implementation, operation, and maintenance of the program.
Accountable and responsible for the Delegation of Authority (DOA) process and governance for the company.
Serves as secretary of the Board of Directors during board meetings. Records and publishes minutes of meetings. Manages board resolution creation and approval.
Integrates with and supports the broader legal team across the ABS enterprise as needed.
Supports M&A transactions, from strategic fit through diligence and integration, by providing strategic advice and legal counsel relative to the transaction.