Senior Corporate Counsel at VSE Corporation

VSE Corporation

Full-Time

Alexandria, VA, USA

Not defined

23 Nov → 23 Dec

Job Description

Senior Corporate Counsel

Alexandria, VA, USA
Req #1854

Sunday, November 20, 2022

SUMMARY: VSE Corporation (Nasdaq: VSEC) is a leading provider of aftermarket distribution and repair services for land, sea and air transportation assets for government and commercial markets. Our core services include maintenance, repair and overhaul (MRO) services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial and military and defense customers. We also provide information technology and energy consulting services. The headquarters is located in Alexandria, VA.

About the Position

We are seeking a highly motivated corporate attorney who thrives in a fast-paced environment to join our team. This role is a key member of the Legal Department with responsibility to assist with a broad range of general corporate matters. This role will work with the management team, segment presidents and other key stakeholders across the business to support the company's mission and growth. The position reports to the Chief Legal Officer. Position is remote with travel to the headquarters office as needed.

Duties and Responsibilities:

Corporate Governance, Board and Shareholder Matters
• Assist the CLO with Board matters, including the preparation of Board and Committee meeting materials, minutes, resolutions, and governance topics.
• Prepare and advise on corporate governance policies and matters, including ESG initiatives, insider trading policy, code of conduct
• Manage all aspects of annual stockholder meetings, including logistics, agendas, scripts, and voting.
• Prepare and conduct training on various legal topics, including insider trading policy, FCPA and ethics.

Business Transactions and Commercial Contracts
• Manage and provide legal advice on strategic business transactions, mergers and acquisitions, including drafting and negotiation of documents, overseeing due diligence reviews, and closing.
• Prepare and negotiate a variety of complex contracts including customer and vendor agreements (distribution, repair, bulk buys, consignment), software provider agreements, consulting agreements, construction contracts, leases, and sales agent agreements, among others.
• Support the CLO and collaborate with VSE's Corporate Finance team on capital markets transactions, credit facilities and debt instruments.

Entity Management
• Handle entity governance and maintenance, including director and officer management.
• Maintain corporate minute books and other records of VSE and its subsidiaries.

General Corporate and Compliance Matters
• Provide legal support on litigation, trademark, and employment matters.
• Handle regulatory and compliance matters affecting the company's business.
• Draft, revise and interpret company policies and procedures, including ethics and compliance policies, insider trading and FCPA.
• Perform other projects as assigned from time to time by the Chief Legal Officer.

Securities Law Matters
• Assist with SEC filings (e.g., 10-Ks, 10-Qs, 8-Ks, Section 16 filings including Forms 3, 4 and 5, and proxy statement) and other public company and Nasdaq reporting requirements.
• Assist with compliance with SEC and Nasdaq rules and regulations; monitor and actively maintain awareness of pending regulations and developments that are relevant to VSE's business interests.

Minimum Requirements:
• J.D. from an accredited law school.
• Active bar membership in at least one U.S. jurisdiction.
• 4-7 years' experience, preferably with a mix of law firm and in-house positions.
• Experience in Board and corporate governance, M&A and transactions, commercial contracting, regulatory compliance, and public company reporting.
• Customer Obsessed, with a strong commitment to meeting/exceeding expectations for both internal and external customers.
• Team player, with the ability to work cross-functionally and transition between a lead and support role depending on the circumstances.
• Skilled at evaluation of issues from both legal and business perspectives with a practical, business-oriented approach to problem solving.
• Strong interpersonal skills including professional maturity, creativity and a high energy level.
• Thrive in a very fast-paced and dynamic environment, as well as in a small legal team environment.
• Possess strong written, oral and communication skills.
• Highly organized multi-tasker capable of handling multiple projects at once with a strong attention to detail.

Preferred Requirements:
• Experience working with distribution and supply chain management companies.
• Experience in the aviation industry a plus.

OTHER:
• The selected applicant will be subject to a background check and drug testing.

VSE is an Equal Opportunity/Affirmative Action Employer and does not discriminate on the basis of race, color, religion, gender, age, national origin, disability, Protected Veteran status, sexual orientation, or any other characteristic protected by federal, state or local law.

Other details
• Job Family
Legal & Compliance
• Pay Type
Salary
• Alexandria, VA, USA

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Equal Opportunity/Affirmative Action Employer. VSE considers candidates regardless of race, color, religion, gender, sexual orientation, gender identity, national origin, disability or veteran status, or any other characteristic protected by law.

Job Responsibilities

  • This role is a key member of the Legal Department with responsibility to assist with a broad range of general corporate matters
  • This role will work with the management team, segment presidents and other key stakeholders across the business to support the company's mission and growth
  • Position is remote with travel to the headquarters office as needed
  • Corporate Governance, Board and Shareholder Matters
  • Assist the CLO with Board matters, including the preparation of Board and Committee meeting materials, minutes, resolutions, and governance topics
  • Prepare and advise on corporate governance policies and matters, including ESG initiatives, insider trading policy, code of conduct
  • Manage all aspects of annual stockholder meetings, including logistics, agendas, scripts, and voting
  • Prepare and conduct training on various legal topics, including insider trading policy, FCPA and ethics
  • Business Transactions and Commercial Contracts
  • Manage and provide legal advice on strategic business transactions, mergers and acquisitions, including drafting and negotiation of documents, overseeing due diligence reviews, and closing
  • Prepare and negotiate a variety of complex contracts including customer and vendor agreements (distribution, repair, bulk buys, consignment), software provider agreements, consulting agreements, construction contracts, leases, and sales agent agreements, among others
  • Support the CLO and collaborate with VSE's Corporate Finance team on capital markets transactions, credit facilities and debt instruments
  • Handle entity governance and maintenance, including director and officer management
  • Maintain corporate minute books and other records of VSE and its subsidiaries
  • General Corporate and Compliance Matters
  • Provide legal support on litigation, trademark, and employment matters
  • Handle regulatory and compliance matters affecting the company's business
  • Draft, revise and interpret company policies and procedures, including ethics and compliance policies, insider trading and FCPA
  • Perform other projects as assigned from time to time by the Chief Legal Officer
  • Assist with SEC filings (e.g., 10-Ks, 10-Qs, 8-Ks, Section 16 filings including Forms 3, 4 and 5, and proxy statement) and other public company and Nasdaq reporting requirements
  • Assist with compliance with SEC and Nasdaq rules and regulations; monitor and actively maintain awareness of pending regulations and developments that are relevant to VSE's business interests

Requirements / Qualifications

  • J.D. from an accredited law school

  • Active bar membership in at least one U.S. jurisdiction

  • 4-7 years' experience, preferably with a mix of law firm and in-house positions

  • Experience in Board and corporate governance, M&A and transactions, commercial contracting, regulatory compliance, and public company reporting

  • Customer Obsessed, with a strong commitment to meeting/exceeding expectations for both internal and external customers

  • Team player, with the ability to work cross-functionally and transition between a lead and support role depending on the circumstances

  • Skilled at evaluation of issues from both legal and business perspectives with a practical, business-oriented approach to problem solving

  • Strong interpersonal skills including professional maturity, creativity and a high energy level

  • Thrive in a very fast-paced and dynamic environment, as well as in a small legal team environment

  • Possess strong written, oral and communication skills

  • Highly organized multi-tasker capable of handling multiple projects at once with a strong attention to detail

  • The selected applicant will be subject to a background check and drug testing

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