The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.
Carrols Restaurant Group, Inc., a growing company located in Syracuse, NY, and one of the largest restaurant companies in the U.S., has an excellent opportunity in our Executive team as the Vice-President General Counsel.
The general counsel is responsible for leading corporate strategic and tactical legal initiatives. The general counsel provides the Board of Directors, the Chairman of the Board and Chief Executive Officer, and senior management with effective advice on company strategies and their implementation, manages the legal function, and obtains and oversees the work of outside counsel. The general counsel is directly involved in complex business transactions, securities regulation and transactions, financings, and negotiating critical contracts. Within this framework, representative duties and responsibilities include, but are not limited to:
Provide legal oversight at the executive level regarding the direction and operation of the Company.
Act as the legal advisor to the chief executive officer, board of directors, and other Company management.
Monitor, analyze, and advise the Company and management on a broad range of federal and state regulatory matters.
Identify, monitor and track areas of risk, make suggestions for managing risk, and advise the Board of Directors and management on developments and best practices in corporate governance.
Assist with and provide advice on executive compensation and benefits.
Receive, evaluate, and respond to press inquiries.
Legal Department Responsibilities:
Head the Legal Department with responsibility for all legal affairs of the Company.
Develop, direct, motivate and drive performance from Legal team.
Set Legal Department operational and budgetary goals and objectives.
Prepare annual Legal Department budget.
Manage and coach department personnel.
Manage outside counsel, and develop strategies for litigation and regulatory proceedings.
Corporate Secretary Responsibilities:
Manage all Board and Committee meeting logistics.
Attend and record minutes of all regular and special Board and Committee meetings.
Facilitate Board communications.
Oversee creation and distribution of meeting agenda and Board Book for all regular meetings of the Board.
Advise the Board on its roles and responsibilities.
Facilitate the orientation of new Directors.
Maintain key corporate documents and records.
Responsible for corporate disclosure and compliance with state corporation laws, stock exchange listing standards, and SEC reporting and compliance.
Assist with stockholder relations including stock issuance and transfer operations and stockholder correspondence.
Prepare and distribute proxy statement.
Manage the annual shareholder meeting and act as Inspector of Elections.
Prepare annual shareholder meeting minutes.
Coordinate election of Class B Directors with representatives of Class B shareholders.
Subsidiary management and governance.
Monitor corporate governance developments and assist the Board in tailoring governance practices to meet the Board's needs and investor expectations.
Assist with investor communication and engagement on corporate governance issues.
Ensure compliance with Company by-laws and corporate charters.
Ensure compliance with Committee charters and governance guidelines.
Develop processes to identify and approve related party transactions.
Corporate, Securities, SEC, and Financing Responsibilities :
Extensive corporate, securities/SEC, experience representing a publicly traded company.
In depth experience preparing and filing all types of SEC filings such as Forms 10-K, 10-Q, 8-K and Proxy.
Working knowledge of Delaware General Corporation Law.
Experience with complex debt financing and credit facilities.
Pre-clearing purchases and sales of the Company’s securities by Directors and Officers.
Prepare and file insider trading reports with the SEC.
Prepare and file registration statements with the SEC.
Prepare and file state annual reports and related filings.
Draft documents required for compliance with debt or other instruments.
In depth understanding of Company credit facility and credit agreement in order to provide advice on and compliance with Company’s credit facility.
Compliance and Governance Responsibilities:
Ensure Company policies and procedures are compliant with local, state and federal laws.
Conduct internal compliance training.
Conduct or manage investigations of potential non-compliance or governance issues.
Administer and ensure compliance with the Company’s code of corporate business ethics.
Manage the renewal of all operational related permits for all Company restaurants.
Oversee state regulatory filings.
Monitor, evaluate, report, and advise on legislation and regulatory activity.
Development, Merger and Acquisitions Responsibilities:
Oversee management of outside legal counsel handling real estate acquisitions and dispositions in a high volume, time sensitive environment.
Advise business partners and outside counsel on acceptable negotiated deal terms and risk tolerances.
Provide legal support for drafting and negotiating letters of intent and purchase and sale agreements for mergers and acquisitions, real estate purchase, sale and leasing, mergers and acquisitions, sale leaseback transactions, and other dispositions.
Evaluate environmental assessments.
Oversee, manage, and evaluate all aspects of due diligence reviews in development, mergers, and acquisitions
Provide guidance to leasing team on lease negotiations
Oversee the negotiations and drafting of leases, property operation documents, and master construction contracts, consents to assignments and subleases, access and license agreements, service agreements, subordination agreements, and commission and listing agreements.
Review, draft, and negotiate complex commercial agreements.
Claims and Litigation Management Responsibilities:
Ensure legal, property & casualty claims are managed as efficiently as possible.
Manage claim defense strategies.
Manage the cost of claims.
Manage the settlement of claims.
Manage litigation of claims.
Oversee issuance of and compliance with legal holds, subpoenas, discovery requests, and other requests for information.
Assist as needed with social media communications and work with appropriate entities to manage social media posts.
Employment and Labor Responsibilities:
Provide legal advice, opinions and support regarding employment and labor issues.
Establish and manage outside legal resources when required for employment and labor issues.
Legal Risk Management Responsibilities:
Act as Chief Ethics Officer for the Company.
Participate in Disclosure Committee meetings regarding corporate governance issues, including disclosure.
Participate in SOX Committee meetings.
Keep abreast of legislative changes that may affect the Company and its affiliates.
In depth experience in franchising law and in working with franchisors on behalf of franchisees.
Contract Risk Responsibilities:
Ensure continuous improvement of processes which minimize, mitigate, or eliminate contract risk.
Oversee the processing of all snow and ice removal contracts and landscaping contracts.
Ensure compliance with Company’s Contract Review Policy.
Oversee contract reviews with specific focus on risk mitigation.
Actively participate in large project contract reviews and enterprise risk reviews when appropriate.
Summary Skills & Experience:
JD from an accredited U.S. law school, member of the New York State Bar, and a minimum of fifteen (15) years’ experience in general corporate, securities/SEC, mergers and acquisitions, and real estate in scope as described in the responsibilities sections below.
Clear and comprehensive understanding of legal matters in areas of finance, accounting, securities law and SEC, franchise law, real estate (leasing, purchase, sale, and sale leasebacks), corporate governance and commercial matters, commercial contracts, employment and labor, development, construction, mergers, and acquisitions.
Ability to handle a large volume of transactions and thrive in a fast-paced environment.
Public company experience (SEC filings such as Forms 10-K, 10-Q, 8-K and Proxy) is required.
M&A experience in private practice and/or in-house.
Ability to work under tight deadlines, handle multiple, detailed tasks simultaneously and prioritize appropriately.
Employer will assist with relocation costs.
Additional Salary Information: Stock awards and bonus
About Carrols Restaurant Group
Carrols is headquartered in Syracuse, New York. Carrols owns and operates more than 1,000 restaurants under the Burger King & Popeyes brands. Carrols operates in 23 states and employs over 27,000 people.
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