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Lawyer, M&A

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Job ID WAY07947 Date posted 06/17/2020 Location : Wayzata, Minnesota

Position Purpose


The person filling this position will provide legal counsel to Cargill, Incorporated and its global subsidiaries as an in-house lawyer in Cargill’s global Law Department.  This position will be a member of the mergers, acquisitions, divestitures, and joint ventures (MADJV) Global Practice Group and focus mainly on MADJV (including related commercial counseling in MADJV transactions). 

 

This position is recognized as a superior resource with deep understanding of MADJV law across the legal function and corporation and handles complex legal work in MADJV such as leading due diligence teams, drafting and negotiating definitive and ancillary transaction agreements and supervising closings.  The position requires superior judgment, including the ability to recognize the business implications of actions and develop solutions and counsel clients toward those solutions.  The position requires minimal supervision and the ability to consistently accomplish more than assigned.  MADJV requires the proven ability to prioritize and juggle legal work and department projects while remaining flexible and agile in responding to exigencies.  This position is a leader in cooperation and cohesiveness among work teams, including advanced mentoring and ongoing training across workgroups. 

 

On Cargill’s large and/or cross border MADJV transactions, this lawyer will work as part of a core MADJV law team comprised of a lead MADJV lawyer, a dedicated MADJV paralegal and a variety of commercial and specialist lawyers and paralegals, including those that provide legal advice in specialized areas such as environmental, labor/employment, and intellectual property.  On smaller and/or domestic MADJV transactions, this lawyer may build MADJV teams and lead MADJV transactions on behalf of the Law Department, including handling primary responsibility for oversight of specialist legal areas, and will mentor and coach other lawyers supporting MADJV transactions.  Principal job responsibilities include, but are not limited to, the following:


Principal Accountabilities


35% Drafting:  Lead preparation, review and revisions of Asset Purchase Agreements, Stock Purchase Agreements, Merger Agreements and all related ancillary transaction documents,  instruments and agreements related to MADJV transactions.  Lead the process of gathering and integrating stakeholder input on deal documentation and regularly participate in and/or lead the negotiation process.

 

35% Transaction Execution: Lead process discipline and consistency on MADJV Transactions.  Supervise legal due diligence activities on assigned MADJV transactions, including working with MADJV  paralegals related to (i) defining scope legal due diligence, (ii) reviewing and evaluating all due diligence findings, including commercial and supporting functional findings, (iii) preparation of comprehensive an professional due diligence reports, (iv) interactions with R&W insurance providers, and (v) interactions with internal commercial and corporate development teams.  Manage transaction signings and closings in collaboration with MADJV paralegals.  Optimize use and engagement of outside counsel.

 

25% Communication:  Communicate with lead MADJV lawyers, MADJV transaction teams, clients, functional transaction team members, and opposing counsel regarding all aspects of MADJV transactions, including leadership of transaction processes and execution.  Coordinate anti-competition and merger clearance communications with antitrust lawyers.

 

5% Knowledge Management:  Contribute to and assist with global knowledge management of MADJV, including processes, practices and resources.

 

These percentages are approximate and subject to change depending on deal flow.

 

Essential Functions/Requirements


•Travel: Ability to travel in the US and globally.  This position requires moderate periodic domestic and international travel, often on less than one week of notice.

 

 #LI-MB1


Required Qualifications


•Must have a law degree and be a practicing attorney in good standing with at least 4 years of regular experience handling mergers, acquisitions, divestitures, and joint ventures (MADJV) of all types, sizes and complexities, including under US and non-US law; cross-border merger & acquisition experience is required

•Strong analytical and research skills; detail oriented

•Experience in the structuring and execution of MADJV transactions, including planning for and managing due diligence, drafting transaction documents, handling closings and integration planning, implementation and execution

•Experience with MADJV client counseling at different levels of experience and sophistication

•Experience with the identification and assessment of MADJV transaction risks, and an ability to provide practical, solutions-oriented advice to enable proper monitoring, management or mitigation of risks

•Self-motivated, self-confident, assertive and capable of handling complicated tasks autonomously

•Ability to prioritize and demonstrate flexibility to accommodate demands of large transactions

•Proactive leadership with ability to anticipate commercial needs and deliver efficient legal solutions

•Team-oriented.

•Demonstrated history of, and commitment to, excellence, accountability, inclusion and continuous growth and improvement

•Significant competence in Microsoft Office, including Outlook, PowerPoint, Word and Excel

•Excellent English communication skills (written and verbal)

Preferred Qualifications


•Four to six years of MADJV practice experience in AM Law 200, Magic Circle or equivalent firm

•MADJV experience in agriculture, food and commodities

•MADJV experience for private equity and strategic buyers and sellers

•Fluency in at least one language other than English.

•Merger analysis and regulatory filings experience

•Experience structuring, negotiating and documenting venture capital and minority equity investments

Career Development


Develop expertise in cross-border MADJV, including country and region specific experience.  Develop leadership skills in building and engaging teams.  Contribute and participate in training presentation to clients or legal teams.  Build Cargill network as well as external network of industry personnel, legal advisors and investment professionals.  Develop understanding of continuous improvement tools and approach.

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