Managing Legal Counsel – Corporate Governance and M&A

About this role

At T. Rowe Price, we identify and actively invest in opportunities to help people thrive in an evolving world. As a premier global asset management organization with more than 85 years of experience, we provide investment solutions and a broad range of equity, fixed income, and multi-asset capabilities to individuals, advisors, institutions, and retirement plan sponsors. We take an active, independent approach to investing, offering our dynamic perspective and meaningful partnership so our clients can feel more confident.  

We believe doing the right thing for our clients and our associates is good business . With a career at the firm, y ou can expect opportunities to create real impact at work and in your community. Y ou’ll enjoy resources to support your career path, a s well as compensation , benefits , and flexibility to enrich your life. Here, you’ll find a collaborative culture that respect s and valu e s differences and colleagues who share a spirit of generosity .   

Join us for the opportunity to g row and make a difference in ways that matter to you .  

About the Role Provide legal advice and business counsel to the company on mergers, acquisitions and divestitures and other strategic transactions. Lead potential transactions from legal perspective and coordinate advice and diligence within the legal and compliance team.  Engage and manage where appropriate outside counsel.  This role will serve as the firm’s primary legal advisor on all potential strategic transactions, advising senior leaders on the same, and expected to lead negotiations, diligence and coordinate other legals SMEs on the same.    Provide advice on filings with the SEC, including Form 10-K and Proxy Statements, making determinations concerning required filings, and advising management of new disclosure requirements.   Advise and assist with meetings of company’s various board of directors.  Develop corporate governance policies and implement legal controls to help ensure sound corporate governance practices.  Provide advice on best practices for management reporting to corporate boards.   Role Summary Provides specialized, expert legal counsel to multiple businesses or functional areas. Often seen as a legal practice area expert, advising business or functional area leaders on legally sound courses of action in the resolution of business problems. Has a breadth of expertise across multiple key legal issues that are strategically relevant to assigned businesses or functional areas. Viewed as a trusted internal resource capable of using knowledge of the organization's businesses, products, services, and/or strategies to articulate and advance complex legal positions. Contributes to establishing the organization's professional standards in areas of expertise. Responsible for assigned matters and may assign work to less experienced attorneys or other legal staff.   Responsibilities • Handles a portfolio of complex, specialized legal issues, including serving as an advisor to internal and external stakeholders, including outside counsel, relevant to issues affecting the assigned entities. Initiates contact, retains, and manages outside counsel who provide legal services to the entities, as needed. Communicates expectations for deliverables and service levels; ensures retained counsel is kept informed of entities' priorities and strategies. Reviews outside counsel work for appropriateness, quality, and alignment to expectations; provides feedback and direction to rectify any issues. • Reviews presented business issues, conducts extensive legal research and investigations with the assistance of less experienced professionals, and crafts legal solutions, balancing internal and external stakeholder interests with the risks of adverse legal actions, revenue loss, or reputational damage to the entities. Issues are typically complex or without much precedence and require creative solutions. Frequently enlists more junior colleagues to conduct more routine assignments within large-scale matters/issues. • Communicates and collaborates with leaders who also serve in an advisory or oversight capacity and independently develops the legal response/position for complex issues identified as the most severe risks or areas of noncompliance. Reviews summaries of legal matters and due diligence activities prepared by less experienced professionals and uses expert knowledge and sound judgment to confirm their accuracy, potential impact, and necessity for action. • Initiates contact, retains, and manages outside counsel who provide legal services to the entities for more complex legal issues as needed. Communicates expectations for deliverables and service levels; ensures retained counsel is kept informed of entity priorities and strategies. Reviews outside counsel work for appropriateness, quality, and alignment to expectations; provides feedback and direction to rectify any issues. • Maintains a significant understanding of practice or functional area products and services and frequently specializes in a specific product or practice area. Maintains expert knowledge of all regulators relevant to the practice or functional areas. Continues to advance knowledge through participation in external industry or professional events and may exert influence on industry thinking • Provides work guidance and mentoring to less experienced attorneys or other legal department colleagues. May manage medium-sized team or multiple micro-teams.

Qualifications Required: • Law Degree from accredited School of Law AND • Admission to the MD State Bar or other State Bar AND • 10+ years of total relevant work experience AND • Must have in-depth knowledge of corporate governance laws and practices, including experience serving as lead counsel to clients in similar transactions • Must have complex M&A legal experience, including leading transactions as primary counsel • Must have knowledge of US public company reporting requirements

Preferred: • In-depth

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