PURPOSE OF THE POSITION
To provide legal advice to the businesses of ABC Inc. (the “Company”) to ensure protection of the Company’s assets, interests and rights. The Legal Department’s role is to provide management, senior executives and the board of directors with legal advice and opinions necessary to make informed business decisions; to ensure that all legal requirements are being met by the Company; and to facilitate the lawful accomplishment of the Company’s business goals and objectives.
The Corporate Counsel must be customer service driven and have a good working relationship with internal clients and the personality and skills necessary to work effectively with outside counsel. The Corporate Counsel functions in a dynamic and changing environment that will require flexibility and active management of priorities. A close liaison must be maintained with the General Counsel keeping him/her informed of significant developments and seeking his/her advice and assistance when appropriate.
MINIMUM QUALIFICATIONS
- Law Degree from a Canadian law school or equivalent
- Member of Ontario Bar
- 3 to 6 years relevant experience gained in a leading law firm or corporate legal department
NON-ESSENTIAL BUT VALUED QUALIFICATIONS/EXPERIENCE
- Member of the Quebec Bar
- Proficiency in French [Spanish etc.]
- Advance degree in [complimentary subject matter – MBA, Finance etc.]
- Other skills and competencies gained through non-legal industry experience
RESPONSIBILITIES AND DUTIES
It is expected that the Corporate Counsel will be skilled in the drafting of legal documents and demonstrate the ability to identify the legal issues, research and analyze complicated situations and develop practical solutions in an efficient manner. Opinions, decisions and actions will have an effect on all functions within the Company.
35% – Securities/M&A duties include:
- Maintain corporate books and records for the Company and all Canadian subsidiaries.
- Prepare and review public filings, press releases and other public disclosure, including but not limited to disclosure obligations to the OSC, TSX and SEC.
- Ensure compliance with all applicable corporate and securities laws and regulations.
- Advise on legal matters associated with the acquisition and disposition of businesses and Company assets.
- Advise and counsel the board of directors on issues relating to corporate governance and fiduciary duty
35% – Commercial law duties include:
- Draft, negotiate, review and interpret contracts and other legal documents (e.g. purchase, sale, procurement, consulting services and construction contracts, warranties, guarantees and licenses).
- Counsel and assist sales force with negotiating and drafting contracts.
- Advise on legal matters relating to the purchase and sale of products, including business strategies, advertising, pricing arrangements, marketing and promotional practices and product liability.
- Advise on legal matters relating to commercial and industrial leases and related environmental and regulatory issues.
- Advise and provide training to colleagues on matters relating to consumer protection law and customer privacy issues.
20% – Intellectual Property duties include:
- Manage the intellectual property portfolio (patents, trade secrets, trademarks and copyrights) of the Company.
- Negotiate intellectual property agreements, such as License Agreements, Co-Development Agreements, Consulting Services Agreements, Procurement Agreements and Non-disclosure and Confidentiality Agreements.
- Educate clients regarding compliance with intellectual property based laws.
10 % – Other duties include:
- Counsel clients on legal implications of their Company’s plans, policies and actions and giving legal opinions on specific matters.
- Advise on human resource and employment law matters, including discipline, termination and severance issues.
- Advise on legal claims by and against the Company.
- Identify and manage relationships with outside counsel to facilitate completion of above objectives.
KEY RELATIONSHIPS WITH OTHERS
Departmental
- Consult with, advises and report to General Counsel
- Consult with and advise Patent Counsel on matters relating to patent, trade secrets and intellectual property law
- Instruct and manage a corporate/securities clerk
Internal
- Maintain good working relationship with senior management and with managers in the Sales, Marketing/Advertising, Finance/Accounting, Human Resource and Research and Development business groups
- Maintain good working relationship with the Corporate Secretary and the board of directors
External
- Instruct and work with outside counsel.
- Negotiate with counterparts in other companies, in private practice, and opposing counsel.
- Liaise with and obtain guidance from government officials on legal matters affecting the Company.
FINANCIAL RESPONSIBILITY AND AUTHORITY
Manage staff of two securities clerks and coordinate budget and administrative functions with the General Counsel
