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Transaction Support & Commercial Contracts Attorney
March 1, 2018
Full Time - Staff Attorney
5-7 years experience
The Transactions Support and Commercial Contracts Attorney provides support across EY’s Service Lines in connection with (i) mergers and acquisitions transactions and (ii) negotiation of professional services agreements and procurement agreements.
The M&A portion of this role involves performing legal due diligence in connection with EY transactions (acquisitions/divestitures), supporting the negotiation of transaction agreements (including some drafting responsibilities) and assisting the lead transactions lawyers in the EY General Counsel’s Office (GCO) with various other legal tasks needed to consummate transactions.
With respect to the commercial negotiation portion of this role, in addition to traditional consulting services, commercial agreements may include large, complex technology contracts and outsourcing, as well as emerging technologies. This role involves working under the supervision of GCO lawyers on the negotiation of the legal terms and conditions of contracts; providing a legal analysis of the associated risks; and related advice to address, manage and mitigate the risks identified. This commercial contracts work is complex and requires sound experience in professional services, technology and software licenses, contract drafting, intellectual property and the negotiation of large, complex deals.
The position will report to the both the Lead GCO lawyers for Transactions and Contracts, directly and to the Deputy General Counsel- Corporate, indirectly.
Essential Functions of the Job:
Performing legal due diligence reviews on target company client, vendor and other contracts to identify important risk considerations and exposures
Drafting ancillary transaction agreements
Performing legal research arising out of transactions
Maintaining closing checklists and assisting in various activities needed to consummate transactions
Reviewing revisions to standard agreements and evaluating third party agreement templates against EY standard templates
Drafting and negotiating contracts with third parties (master service agreements, professional services agreements, NDAs, outsourcing agreements, technology services agreements, systems implementation agreements, hosting agreements, software as a service agreements) to address the risks identified and levels of performance required from the third party under the supervision of attorneys within the GCO contracts group
Advising EY engagement teams and the relevant Service Line leaders of the key contractual risks of the proposed project and contract
Working with GCO attorneys to advise engagement teams, the relevant Service Line leaders and other stakeholders of the key legal risks of the proposed project and contract
Coordinating with cross functional teams (tax, independence, information security) and legal colleagues (data privacy, employment, alliance) in order to provide a comprehensive risk assessment and risk management
When negotiating enterprise wide agreements, consulting with stakeholders in other EY member firms in other countries to explain the objective of the activity, the data / personnel that will be impacted, how risks might be mitigated and managed; and to address any remaining local issues with the EY member firm, the client/vendor, and other stakeholders
Working to make all contractual documents compliant with EY policies and maintaining an understanding of the impact of any changes in EY policies, organizational structure, and procedures
Protecting EY’s intellectual property to prevent loss/infringement by third parties through trademarks, copyrights, patents and other appropriate safeguards
Providing input and feedback concerning GCO contracting procedures
Attending GCO meetings and training sessions
Working with GCO attorneys to update templates
Analytical/Decision Making Responsibilities:
Identify and provide advice regarding potential legal risks associated with transaction counterparty contracts
Provide advice based on the appropriate balance of risk mitigation and business interests on a real-time basis
Provide advice to the Service Line personnel in meeting obligations associated with contracts and agreements
Use of independent judgment and thinking applied to resolution of contract issues
Identify the projects that require communication to and consultation with counsel in GCO or in other EY Member Firms or other functions (e.g. independence, finance, risk management) and advise EY engagement teams, internal functions and Service Line leaders on how these risks can be addressed
Escalate identified key contractual provisions to lead Transactions and Contracts attorneys or Deputy General Counsel in accordance with firm policies and protocols
Work independently on nonrecurring projects, with limited direction, and will need to draw upon extensive knowledge, and experience to deliver quality risk management
Knowledge and Skills Requirements:
Excellent organizational skills; demonstrated ability to create, plan and successfully execute projects; the ability to meet multiple deadlines in a fast-paced environment
Excellent verbal and written communication skills; ability to interface and communicate effectively and diplomatically with all levels of EY personnel
Excellent negotiation skills
Excellent contract review and drafting skills
Strong project management skills
Excellent interpersonal skills
High degree of cultural and emotional intelligence
Ability to team effectively with colleagues in other functions
Ability to understand, and accurately articulate and document, complex transactions
Expertise in negotiation techniques, contract law, contract drafting, licensing, intellectual property and project management
Ability to assess size and scope of contemplated transactions and to tailor contracts and negotiation effort accordingly
Highly responsive with ability to manage high workload volumes efficiently and effectively
Commercial solution-oriented thinking with focus on exceptional client service
A bachelor's degree from an accredited 4-year college
Juris Doctor from an accredited law school required
4 + years of relevant work experience in a related role, including experience performing similar M&A related tasks at a prominent law firm