Associate General Counsel, M&A and Securities Counsel

Graco manufactures and markets premium equipment to move, measure, control, dispense and spray a wide variety of fluid and powder materials. What does that mean? Well, we pump peanut butter into your jar, and the oil in your car. We glue the soles of your shoes, the glass in your windows and the screen on your phone. We spray the finish on your vehicle, coatings on your pills, the paint on your house and texture on your walls. Graco is part of your daily life.

We are seeking an experienced attorney to work closely with our leadership team, other professionals in our Legal Department and colleagues throughout our organization, to advise on matters relating to securities regulatory and disclosure requirements, mergers and acquisitions, corporate governance, executive compensation, capital markets transactions and other transactional matters. You will report directly to our General Counsel and be integral to preparing for and supporting meetings of our Board of Directors and its committees. You will have responsibility for leading and managing a paralegal direct report. You will also have responsibility for, among other things, managing the legal aspects of mergers and acquisitions and other strategic transactions, advising on SEC filings and investor communications, assisting with debt financings and re-financings, and providing guidance on governance matters and equity compensation programs.

Essential Duties

• Mergers & Acquisitions (45%)

  • Advise on, and manage the legal aspects of, a variety of strategic business transactions worldwide, including mergers, acquisitions and divestitures.

  • Work with U.S. domestic and foreign outside counsel to negotiate transaction documents, secure regulatory clearances, manage due diligence processes and complete others matters incident to closing.

• Securities Compliance (30%)

  • Assist in the preparation and review of SEC filings, including Forms 10-K, 10-Q and 8-K, proxy statements and Section 16 filings.

  • Review earnings announcements, investor communications and other public disclosures.

• Governance (10%)

  • Assist in the preparation of materials, resolutions and minutes for meetings of our Board of Directors and its committees.

  • Review and update corporate governance documents, policies and practices, including Articles of Incorporation, Bylaws and Corporate Governance Guidelines.

• Capital Markets/Financings/General Transactional (5%)

  • Assist in debt financing and refinancing transactions and other capital market transactions.

  • Manage various corporate and other transactional matters throughout our global organization.

• Executive Compensation (5%)

  • Manage legal oversight of equity compensation plans and awards, as well as executive compensation.

• Other (5%)

  • Work on special projects as assigned by the General Counsel from time to time.

  • Prepare and manage budgets for areas of responsibility.

  • Effectively utilize internal and external resources and cost drivers, and continuously improve administrative processes.

Qualifications

• Juris Doctorate (JD) degree from an accredited law school.

• Membership in the bar of at least one state.

• 5+ years of prior relevant legal experience, preferably with a combination of law firm and in-house experience at a public company.

• Proven experience providing effective guidance on U.S. domestic and cross-border mergers and acquisitions, and managing legal aspects of transaction processes.

• In-depth knowledge of SEC rules, NYSE listing standards and corporate governance principles, especially as applied to public company disclosures, and with 1933 Act and 1934 Act disclosure requirements.

• Experience with reviewing and revising corporate governance documents, including Articles of Incorporation, Bylaws, committee charters and minutes of the meetings of boards of directors and their committees.

• Experience successfully managing other legal professionals and external resources.

• Proficient in contract drafting principles and related best practices.

• Familiarity with credit agreements, debt and equity offerings and other capital market transactions.

• Results oriented with exceptional attention to detail, business judgment and negotiation skills.

• Excellent written and verbal communication skills with a proven track record of successfully collaborating with internal stakeholders.

• High ethical standards, conducting business with honesty and integrity.

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Power to Be
At Graco, the Power to Be means providing the support, resources and freedom to pave your own way. Bring your unique attributes to the table, along with a commitment to being your best self, and you can be a part of a culture that rewards effort, celebrates uniqueness, and gives you the tools you need to succeed and become your best, fullest self along the way. Our culture empowers employees to chart their own career path. Our managers provide support and opportunities while offering freedom for employees to find their own Power to Be. Whether you decide to move up within the same department or expand to another cross-functional group, you will gain the well-rounded experience to succeed on your own terms.

Graco has excellent opportunities available to individuals who want to be part of a fast-moving, growing company that is committed to quality, innovation and solving fluid handling problems for our customers. Graco is proud to be named a Best Place to Work by Fortune Magazine in 2016, 2018, 2019, 2021 & 2022. Graco offers attractive compensation, benefits and career development opportunities. Gracos comprehensive benefits include medical, dental, stock purchase plan, 401(k), tuition reimbursement and more.

Our company uses E-Verify to confirm the employment and eligibility of all newly hired employees. To learn more about E-Verify, including your rights and responsibilities, please visit www.dhs.gov/E-Verify.

Proven Quality. Leading Technology. Launch your career with Graco!