Corporate Counsel, Business Transactions and External Innovation

Role Description

The Corporate Counsel will provide legal support for the Business Development (BD), External Innovation (EI) and Integration Management Office (IMO) teams at Zoetis.

Business Transactions / External Innovation:  The Corporate Counsel will advise on and provide primary and secondary support for various types of domestic and cross-border transactions, including mergers, acquisitions and divestitures, license, supply and distribution agreements, research and development collaborations, research services and material transfer agreements, and other corporate transactions, with a primary focus on EI transactions.

Integration:  The Corporate Counsel will also advise on and support the integration of newly-acquired businesses, management of collaborations/alliances, legal entity reorganizations and other IMO-related matters.

General Corporate Matters:   The Corporate Counsel will also support other legal counsels on the team with various transaction-specific and general corporate matters, including preparing legal agreement templates, managing legal support requests from business clients, managing internal contract databases, coordinating with internal legal specialists, ensuring compliance with internal policies and procedures, and supporting various other project-based assignments. 

It is expected that this position will support a high volume of transactions and related matters, (i) providing primary support for EI transactions, with oversight from the Senior Director, Corporate Counsel, Business Transactions, External Innovation and Integration and/or Director, Corporate Counsel, Business Transactions, External Innovation and Integration and (ii) providing secondary support, in collaboration with such legal counsels, on BD transactions.

In addition to collaborating with multiple legal colleagues across the organization, including subject matter experts in Intellectual Property, Global Manufacturing and Supply, and Compliance, the Corporate Counsel will work closely with the following groups:

• Business Development;
• Business Development Finance;
• External Innovation;
• Global Business Integration; and
• Multiple business groups and functional teams across the organization (in the U.S. and outside the U.S.)

Responsibilities

• With oversight from and/or in collaboration with other legal counsels, advise on and support various types of transactions, including mergers, acquisitions and divestitures, license, supply and distribution agreements, research and development collaborations, research services and material transaction agreements, and other corporate transactions, including:
  • Preparing internal transaction-related materials;
  • Executing due diligence reviews;
  • Drafting term sheets, definitive transaction agreements and other transaction-related documents; and
  • Preparing signing/closing documentation and supporting transaction signings/closings.
• Advise on and support the integration of newly-acquired businesses, management of collaborations/alliances, legal entity reorganizations and other IMO-related matters.
• Support other legal counsels on the team with various transaction-specific and general corporate matters, including preparing legal agreement templates, managing legal support requests from business clients, managing internal contract databases, coordinating with internal legal specialists, ensuring compliance with internal policies and procedures, and supporting various other project-based assignments. 
• Develop expertise through on-the-job training, continuing legal education, subject matter reading and collaboration with other legal and business colleagues across the organization.
   

Education and Experience

• J.D. from an accredited law school, with demonstrated academic achievement
• Current bar membership in good standing in at least one U.S. State or the District of Columbia, including with respect to continuing legal education
• 2 – 4 years of legal experience required (experience at an Am Law 100 firm is strongly preferred)
• Must have M&A transaction experience, including demonstrated ability to review, analyze, negotiate, and draft agreements, perform due diligence, and lead cross-functional initiatives
• IP and/or R&D transaction experience is a plus
• Pharmaceutical / healthcare transaction experience is a plus

Technical Skill Requirements

• Strong project management, communication and interpersonal skills
• Sound and practical business judgment and decision-making skills
• Ability to work independently in a fast-paced environment while