Position:  Senior Counsel, SEC and M&A
Location:  Toronto, Ontario
Job Id:  1056
# of Openings:  1

Senior Counsel, SEC and M&A - Toronto, ON
 
Tilray is a global leader in cannabis research, cultivation, processing and distribution. We aspire to lead, legitimize and define the future of our industry by building the world’s most trusted cannabis company.  We are committed to setting the gold standard of care and excellence in our industry. We believe that commitment starts with a great work environment and benefits for our associates.  Looking to develop your career at the forefront of a rapidly expanding industry?
 
Tilray’s values guide each employee’s work every day.  Those values are:
Act with Integrity – we rely on honest, transparent and trustworthy behavior and communication
Be Steadfast – we have an unwavering obligation to our patients, consumers, providers, colleagues and community to be sincere, accountable and responsive.
Care – to achieve abundance in our crops and our lives, we must act with passion, focus and dedication
Collaborate – we believe that none of us is as smart as all of us and together we succeed
Pursue Excellence – we believe in our ability to spark innovation, achieve greatness, and overcome any risk, challenge or failure met along the way.
 
The Senior Counsel will provide broad support with respect to SEC matters and supporting M&A.  You will be working alongside and in support of our highly experienced business team and legal professionals. The legal department is a great environment to learn and develop as an attorney.  
 
We are seeking an attorney that is highly competent, detail-oriented, proactive, a self-starter and a team player to serve as Senior Counsel, SEC and M&A.  This position will be responsible for ensuring compliance with securities laws, rules and regulations, including supporting the preparation and filing of Forms 8-K, 10-Q and 10-K, registration statements, annual proxy statements and all related filings.  In addition, this position will be responsible for maintaining governance policies and practices, including the Company’s governance guidelines and committee charters, to ensure compliance with regulatory and listing requirements, best practices, and Board needs.   
This position will also be responsible for supporting M&A and financing activities, including drafting and negotiating non-disclosure agreements, asset and stock purchase/sale agreements, joint venture and partnership agreements and other strategic partnership-related documents, coordinating and overseeing due diligence activities and working closely with the Company’s M&A team.  This position will also have responsibility for coordinating and completing all SEC filings related to M&A and financing activities.
 
Roles and Responsibilities
 
Securities and Corporate Governance
  • Ensure compliance with securities laws, rules and regulations
  • Prepare and file Forms 8-K, 10-Q and 10-K, registration statements, proxy statements and all related filings
  • Maintain governance policies and practices, including corporate governance guidelines, committee charters and other governing documents; maintain the company’s NASDAQ Board documentation
  • Advise members of senior management regarding securities and corporate governance activities
Finance
  • Review, advise and assist with filing/publishing quarterly earnings releases, investor presentations, quarterly and annual reports and other public communications
  • Advise on all executive compensation activities, maintain and update form equity award agreements and oversee section 16 officer filings and related-activities
Mergers & Acquisition
  • Draft and negotiate non-disclosure agreements, asset and stock purchase/sale agreements, joint venture and partnership agreements and other strategic partnership-related documents
  • Oversee and coordinate due diligence activities 
  • Provide risk-aware, actionable legal advice on M&A projects and initiatives
  • Coordinate and complete M&A-related filings (SEC, Nasdaq, HSR) and respond to relevant inquiries (FINRA)
General
  • Collaborate with and provide support to other members of the legal team
  • Manage work of outside counsel and efficient and cost-effective support
  • Support the continuous improvement of legal processes to promote efficiency
  • Contribute positively to the culture of the legal team and the company as a whole
  • Due to the dynamic nature of the industry, the scope of your job may evolve and change by business demands
 
Qualifications
  • Law Degree top tier U.S. law school
  • Minimum 5-10 years of experience working in a top tier law firm and/or in-house legal department
  • Substantial experience managing securities, corporate governance and corporate finance matters at a large law firm or global public corporation.
  • Deep familiarity and experience with SEC/Nasdaq rules and filings, FINRA, HSR and other M&A-related rules and regulations
  • Experience in supervising and coordinating outside legal counsel and other advisors
  • Experience and knowledge in risk management and evaluation
  • Prior experience providing legal counsel directly to business clients
  • Ability to navigate regulations of multiple jurisdictions (i.e., cross-border transactions)
Who you are:
  • Exceptional communicator with proven ability to facilitate discussions and issue resolution among key business leaders
  • Strong quantitative and qualitative analytic skills
  • Strong business acumen with a strong understanding of financial metrics and P&L fundamentals
  • Excited to work in a fast paced and intellectually challenging environment
  • Excellent analytical and organizational skills
  • Ability to work independently with minimal supervision
  • Ability to manage multiple projects at once, to synthesize information from multiple sources, and to follow through and meet deadlines
  • Have exceptional judgment with the ability to cope with competing priorities
  • You are resourceful and creative in your approach to problem solving
  • Exceptional written and oral communication skills, including ability to brief and communicate complex issues in a succinct manner
  • Focused on pragmatic business advice and solutions
  • Professional and collaborative with the ability to build and maintain trusted relationships with stakeholders
  • Positive “can-do” attitude

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