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Legal Counsel – Finance and Corporate

Pearson PLC

This is a Contract position in Toronto, ON posted November 18, 2022.

ROLE DESCRIPTION

POSITION TITLE Legal Counsel, Finance & Corporate

POSITION TYPE Permanent

LOCATION

Hybrid/ Flexible – lead Pearson office would be 80 Strand, London in terms of the teams most supported, but the role’s location is open to location elsewhere globally to support flexibility (possibility of fully remote as well depending on candidate). Ability to work across different time zones, with a particular focus on UK or EST time zone, will be key.

Role Overview & Purpose

This role support to the Senior Legal Counsel, Finance & Corporate in providing legal services to Pearson’s central Finance function and certain corporate head office teams.

POSITION DESCRIPTION

This is principally a global M&A and ventures role, but also encompasses wider support for the Group Finance and Corporate Strategy teams and Pearson Head Office, including general corporate issues and matters concerning reporting/disclosure and securities laws. The role requires proactive, strategic legal advice and guidance to the business on complex, high-risk matters

The successful candidate should be a first-rate, dedicated legal adviser with the attributes and commercial acumen to engage at all levels of the organisation and manage complex and demanding projects that may be located in, or span across, multiple different time zones.

Key Relationships

Reports to: Senior Legal Counsel, Finance & Corporate

Direct reports: None currently, but potentially will manage junior / trainee secondees

Key relationships : Pearson’s Corporate Development and Group Strategy Team, Pearson Ventures, other members of the Finance & Corporate Legal Team, Pearson’s M&A Deal Operations Team, senior management within the Finance function, senior business sponsors and their local teams engaged in M&A and venture capital and other members of the global legal function.

Key Responsibilities and Tasks

  • M&A and Pearson Ventures :Play a leading role in overseeing legal aspects of Pearson’s global M&A and equity investment activities, including acquisitions, disposals, joint ventures and minority investments. This will include, in partnership with the Senior Legal Counsel, Finance & Corporate or alone as lead in-house counsel:

  • Input on potential transaction structures (in cooperation with Tax and other functions);

  • Managing all aspects and stages of the legal execution process from commencement through to closing, including liaising with the deal teams, business teams and outside counsel or other service providers;

  • Managing and directing legal due diligence; drafting and negotiating deal documentation (e.g., letters of intent and confidentiality agreements, share and asset purchase agreements, shareholder or joint venture agreements and constitutional documents; overseeing ancillary deal documentation such as licences, service agreements or other commercial arrangements, investment documentation based on industry precedents e.g. NVCA documents); and

  • Generally providing proactive, strategic advice and guidance to the business and Group Corporate Development/Pearson Ventures teams on the implications of certain deal terms and structures.

  • External resource: Assist in managing outside counsel, including budget planning and cost control; provide input to innovative external resourcing structures and approaches.

  • Wider support for Group Finance & Corporate legal matters: working with the Tax, Treasury, Financial Reporting and Company Secretarial teams; advising on general corporate and regulatory matters, including governance, disclosure and other securities laws issues where needed.

  • Global Legal Function : Work collaboratively with colleagues in the global Legal Function (including Legal Ops), including sharing knowledge and providing input to wider Function initiatives and processes, to develop consistent and effective Function-wide expertise, infrastructure and policies.

  • Legal and business knowledge :

  • Maintain an up to date knowledge of legal, political and macroeconomic developments relevant to both Pearson and the Group Finance Functions;

  • Develop a strong understanding of Pearson’s businesses, their objectives and challenges and how the Finance & Corporate Legal Team can support their goals within an appropriate risk profile.

  • Counsel senior management and business partners on emerging legal and regulatory issues and risks, including where appropriate providing substantive presentations and training.

The successful candidate must be an M&A lawyer with the legal background and interpersonal skills to succeed in a visible and challenging position. It is strongly preferred that they bring the following experience and abilities to the role:

Essential Education and Training

  • Internationally recognised admission/right to practise law in country of residence. A knowledge of English law or of a jurisdiction based on the principles of common law (e.g. US) would be looked on favourably but is not a pre-requisite.

Experience

  • Proven post-qualification experience practising in the Corporate Division of an international law firm or mixed private practice and in-house corporate role (to note that the years of post-qualification experience is provided as guidance; we will consider candidates of other levels of experience who can demonstrate the necessary skillset). Prior in-house experience would be looked on favourably but is not a pre-requisite.

  • Experience and confidence in managing and leading complex M&A projects is essential, with significant international / cross-border experience a distinct advantage.

  • A demonstrable record in winning the confidence of and advising business colleagues, including senior leaders, would be an advantage.

Critical Competencies and Attributes

CANDIDATE SPECIFICATION

  • An approachable, down-to-earth and resilient personality with strong communication, negotiation and influencing skills and the ability to interact at all levels of the organization; someone who displays clarity and efficiency of expression and is able to engender trust.

  • A self-confident and organised self-starter with high energy and drive.

  • The strength of character to speak their mind, combined with the judgement and tact to know when to insist and when to pull back; a good listener with the flexibility to adapt to the circumstances.

  • A natural bias to take responsibility, be accountable and set an example; skilled at managing large, complex legal projects, taking a leadership role in driving solutions and working under pressure to meet challenging deadlines.

  • Demonstrable EQ, with a sensitivity to cultural and jurisdictional nuances and ability to fulfil an ambassadorial role for Pearson.

  • An ability to work well as a member of a team; a lawyer who is collegial and collaborative, contributing to a positive working environment, with a commitment to diversity and respect for others.

  • A practical, commercial mindset, with a sense of action and an ability to balance the legal issues of a project with the goals of the business; able to recognise the business consequences of legal advice.

  • A natural curiosity and interest in learning, both professionally and in the wider world of learning more generally

  • Ability to function autonomously coupled with sound judgement on when to advise management of issues or developments.

  • Willing and able to travel if reasonably needed.

  • Exemplary personal and professional integrity and business ethics; someone who exercises discretion and maintains confidentiality of sensitive information.

Job: LEGAL

Organization: Corporate Legal

Schedule: FULL_TIME

Req ID: 8751