Deputy General Counsel - Securities

 

 

Job ID:  489456
 

CRH is a leading global diversified building materials group, employing over 75,800 people at more than 3,160 locations in 29 countries. CRH is the leading building materials company in North America and the world. We manufacture and distribute a diverse range of superior building materials, products, and solutions, which are used extensively in construction projects of all sizes. 

 

Summary

 

The Deputy General Counsel – Securities will be part of the Group Legal function and report directly to the General Counsel, Corporate, who is based at Group Headquarters in Dublin, Ireland. Given the nature of the role, there will be a strong working relationship with the Group Company Secretariat, Finance & Treasury, Investor Relations, Corporate Communications and Sustainability functions (“Group Functions”) in Ireland and the US to ensure compliance with US Securities Laws and US stakeholder expectations across the CRH’s corporate, finance and strategic operations.

 

The Deputy General Counsel – Securities will also work with the CRH Americas Law Group, located in Atlanta GA, with the potential to work on strategic projects and transactions with this function, including acquisitions, divestitures, joint ventures and equity investments. In respect of such matters the Deputy General Counsel- Securities will have a parallel direct reporting line to the General Counsel, Americas. The successful candidate will have opportunities to interact with key decision-makers across the Group, with the potential to influence and advise on strategic initiatives and projects as well as legal and compliance matters.

 

Responsibilities

 

Specific responsibilities of the Deputy General Counsel will include:

 

• Securities Law Compliance –Work with, advise and provide support to the Group Company Secretariat to ensure the Company’s compliance with US securities law across its corporate policies including insider trading policy, Reg. FD, related party transactions, Section 16 and to develop, update and implement such policies.
• Disclosure Obligations – Work with Group Functions on US disclosure matters, including the review of earnings and other press releases, presentations, significant internal communications and other announcements, drafting and advising on filings with the Securities and Exchange Commission (including annual and quarterly reports on Forms 10-K and 10-Q, current reports on Form 8-K and Section 16 filings), and ensuring compliance with SEC and NYSE rules and regulations.
• Annual Meeting, Proxy and Board Support – Work with, advise and provide support to the Group Company Secretariat on the annual proxy drafting process and annual meeting process, to ensure compliance with applicable US law, and assist in managing and developing responses to shareholder proposals or requests for proxy access.
• ESG – Ensure that the Group Functions are aware of how US developments on environmental, social and governance initiatives will affect disclosure requirements, litigation risk and the Group’s activities and obligations, and work collaboratively to ensure compliance with these measures.
• Investor Relations – Provide support on US legal matters to Investor Relations and Corporate Communications on relevant matters, including review of earnings releases and investor presentations.
• Corporate Finance, Tax and Treasury Matters – Advise on the US legal and regulatory issues arising in connection with the negotiation and documentation of a variety of financing agreements, including term loans, revolving loans, and a commercial paper program, as well as the Company’s share buyback program. Support Tax and Treasury activities and advise from a US law perspective on general corporate financing transactions in both the capital and credit markets, investment matters, corporate governance of domestic and international entities, legal entity management and regulatory compliance.
• Executive Compensation – Work with, advise and provide support to the Group Company Secretariat and other relevant functions to ensure compliance with US legal, regulatory and disclosure obligations in relation to executive compensation matters, including incentive plans and programs, equity administration and related public company disclosure considerations, including Forms S-8.
• Litigation and Investigations – Work with Group Legal and the General Counsel, Americas to respond to and manage litigation in the US courts or investigations by US regulatory authorities relating to compliance with US securities laws, shareholder disputes and similar issues.
• Management of External Counsel – Effectively manage external counsel and the associated budget in undertaking the activities outlined above.

 

Key Attributes