Counsel, General

The Senior Vice President & General Counsel (“GC”) will be a key member of CECO’s senior leadership team, reporting directly to its CEO. The GC will advise the CEO and the Company's senior leadership team on a wide range of strategic, commercial, and legal issues related to business operations. He or she will provide objective risk assessments and advice to senior management on various topics, including complex commercial transactions, business development initiatives, corporate transactions, emerging legal issues, interpretation of laws and policies, resolution of operational issues and the execution of business segments’ strategic goals. The GC will be a pivotal strategic support engine as the Company continues to implement transformative initiatives to position itself as the go-to resource for sustainable solutions. The GC is expected to provide expert and strategic leadership advice to management to better the organization. Accordingly, the ideal candidate must, in addition to possessing the requisite business and legal acumen, be highly motivated by growth initiatives.

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  Counsel the CEO and other senior management with respect to the legal implications of the Company’s major decisions, strategies, and transactions. Advises on issues of Company governance, risk management, Company growth, policy implementation, internal and external communications relating to sensitive matters, strategic planning and execution, and special projects.
• Lead a high-performing, responsive, and agile legal function with focus on strategic business support and partnership, including managing, and developing a team of attorneys and legal professionals with emphasis on clarifying expectations and cascading objectives and key results to drive achievement of Company objectives.
• Prepare and manage meeting materials and agendas and acting as secretary for all board and committee meetings.
• Prepare all board and committee annual work plans and calendars. Engage and align with board and committee members.
• Oversee and contribute to proxy preparation and the Annual Meeting of Stockholders.
• Prepare all board and committee meeting minutes and manage all corporate records.
• Establish and run the annual stockholder meeting and related processes.

Corporate Governance

• Oversee public company SEC and NASDAQ compliance, including assisting in preparing reports and disclosures and managing legal aspects of reporting process.
• Offer legal opinions and legal advice to all levels of corporate and operating management as well as the Board of Directors regarding legal issues with operating and/or strategic implications.
• Take ownership of and provide guidance on corporate matters, including management, and structuring of domestic and international legal entities and equity matters.

Strategic Transactions

• Lead legal support for strategic transactions globally, including mergers, acquisitions, joint ventures, and dispositions with support from external counsel.
• Provide advice and guidance in all strategic transaction phases, including planning business and legal strategy, confidential information memoranda, and negotiating definitive transaction documents, including stock and asset purchase agreements.
• Lead legal due diligence for all strategic transactions.

Commercial Contracts

• Oversee the global contracting process and leverage contract lifecycle management technology to manage key legal and commercial risk and increase speed to execution.
• Oversee and provide guidance regarding the negotiation and execution of a wide variety of international and domestic commercial contracts and other documents.
• Lead and manage commercial advice to internal clients, including commercial contracts, T&C’s, intellectual property, strategic partnerships, terms of use, user agreements, real estate, and international business.

Regulatory Compliance

• Lead the Company’s global regulatory compliance program, including enforcement of the Company’s Code of Business Conduct and Ethics, data privacy program (with emphasis on GDPR compliance) and FCPA, Export-Import, and Trade Compliance programs.
• Actively provide guidance and support for the company’s environmental, governance, and social (ESG) program and disclosures, including participating as an active member of the ESG
• Steering Committee and subject-matter owner of the governance component of ESG.
• Provide advice on HR compliance programs.
• Partner with internal audit function to guide and support enterprise risk management.
• Stay abreast of legislative changes, the democratic political process, and policy-shifts.

External Legal Resource Management

• Oversee the Company’s current relationships with various outside law firms and establish new relationships that are warranted based on the company’s needs.
• Manage and evaluate the quality and efficacy of external law firms. Secondary Areas of Responsibility
• Oversee intellectual property matters, compliance, and corporate responsibility.
• Oversee the management of all litigation matters including tort actions, AR collections, warranty claims and insurance matters (asbestos, wrongful death, etc.)
• Provide legal advice on employment matters.
• Oversee property management (office leases, sales, etc.).
• Oversee insurance matters, including asbestos, wrongful death, etc.
• Perform legal department administrative functions to include legal budgeting and timely auditing and allocation of all legal expenses, tracking and reporting, significant item reporting and internal investigation reporting.
• Perform all other duties of a similar nature and level as assigned.

EDUCATION AND EXPERIENCE:

• J.D. required.
• 15-20 years of relevant experience in the areas listed below (gained through foundational training at a law firm and in-house experience serving as a General Counsel or Deputy General Counsel in a similarly sized or larger public company, ideally with operational background in an industry focused on highly engineered customer products):
  • Public company corporate governance, SEC, NASDAQ, and including boardroom experience.
  • complex commercial transactions and M&A;
  • compliance and regulatory matters; o dispute management and international business matters; and o employment matters.
• A proven track record of developing legal strategy and objectives and driving appropriate outcomes.
• A big picture thinker who brings a strategic perspective to the role while at the same time having a roll-up-your-sleeves attitude when it comes to getting things done.
• An aggressive self-starter who can quickly establish relationships and credibility with corporate staff as well as with the functional and platform heads within the organization.
• An individual with a sense of urgency and a strong commitment to achieve coupled with the highest level of integrity and professionalism.
• An individual who has excellent judgment, sensitivity, and experience and who has the ability to take a strong stand, as appropriate, on those important occasions when management appropriately looks to the GC for decisive guidance. Encourages direct, candid, and tough debate but is capable of conclusion and moving forward.
• Strong communication skills: most importantly, the ability to communicate legal concepts to businesspeople.
• A demonstrated ability to anticipate legal issues or risks and to “see around corners.”