Legal Counsel - M&A and Corporate Transactions

H.B. Fuller is a leading global adhesives provider focusing on perfecting adhesives and sealants across all industries throughout the world. While our products are virtually invisible, they play a vital role in ensuring the quality of modern life and we are committed to connecting what matters to solve some of the world's biggest adhesion challenges.

Legal Counsel – M&A and Corporate Transactions

Location:  St. Paul, MN;  H.B. Fuller Corporate Headquarters, hybrid role

H.B. Fuller is seeking an experienced attorney to serve as Legal Counsel  - M&A and Corporate Transactions as part of the Corporate, Securities and Governance and Transactional Law teams.

The Legal Counsel  – M&A and Corporate Transactions will also be responsible for working with numerous H.B. Fuller business teams and other members of the Law Department (including the Intellectual Property and the Litigation and Ethics & Compliance teams) and the Corporate Development team to structure, draft, negotiate and manage the execution of acquisitions and divestitures and commercial contracts on behalf of the H.B. Fuller. You will manage various types of commercial arrangements (e.g., confidentiality agreements, software licenses, master services agreements, professional services agreements and business process outsourcing agreements) with customers and vendors to ensure consistency with H.B. Fuller’s risk and governance structures, contractual commitments and compliance obligations.

The role will work closely with new business development teams, sales, operations, client relationship teams, and executives in various business and competency units to support their efforts while also ensuring such parties adherence to applicable standards and procedures. In addition, will deal directly with third parties, such as sellers, vendors, suppliers and consultants while representing H.B. Fuller’s interests.

This is a rare opportunity to act as a key contributor in a variety of transactions while working across the enterprise and gaining experience with and knowledge of our many businesses. 

The Legal Counsel  – M&A and Corporate Transactions reports to the Assistant General Counsel – Corporate and will support mergers, acquisitions, divestitures and other corporate transactional activities on a global basis, with dotted line reporting to the Assistant General Counsel – Transactional.

This attorney will be responsible for the full spectrum of legal mergers and acquisitions and other strategic acquisition-related activities. This attorney will interact with the executive committee and other business leaders, as well as outside counsel and play a key role in strategic negotiations that enable H.B. Fuller to continue to identify new technology, opportunities for business expansion and improved business solutions and processes for the company regarding a wide variety of matters.

• Serves as a business advisor to provide practical, business-oriented legal advice and counsel, including appropriate risk assessment
• Work with external counsel, in-house counsel, paralegals and admin staff as needed to successfully carry out day-to-day activities pertaining to Company's M&A and transactional responsibilities
• Ability to communicate effectively and administer legal advice effectively to individuals at all levels within the organization. Demonstrates many of the strategic competencies of company leaders

Primary responsibilities include:

Global Mergers & Acquisitions (65%)

• Independently lead legal team for many M&A transactions and partner with the General Counsel or the Assistant General Counsel on certain other M&A transactions
• Act as a critical contributor in all legal aspects of corporate transactions, including by advising on legal risks, drafting and negotiating deal documentation, orchestrating legal due diligence and coordinating closings. Coordinate and align with business leaders, subject matter experts, and operations across the enterprise
• Efficiently manage outside counsel to deliver high quality legal work product and advice reflecting legal, strategic and business interests, priorities, and imperatives in a timely manner
• Participate in the design and provision of training to internal teams, and in the continual assessment and improvement of M&A and other processes and procedures
• Lead due diligence review of a potential target, including working closely with subject matter experts designated for M&A transactions
• Draft/negotiate definitive agreements such as asset purchase/stock purchase agreement/joint venture agreements/venture capital funding agreements
• Work alongside the business unit attorney in drafting and negotiating ancillary agreements such as leases, employment agreements, supply agreements, et