Oldcastle, Inc.

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Deputy General Counsel - Securities (Legal)



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

  • A strategic thinker capable of influencing the development and execution of strategy and identifying and mitigating legal and commercial risks.
  • The successful candidate will demonstrate the ability to think like a businessperson and integrate legal and business issues, to partner effectively with business leaders.
  • The successful candidate must be prepared to travel to build positive working relationships with executive leadership and promote and accomplish matters for which he is responsible.
  • Strong negotiation skills and the ability to work collaboratively and effectively both internally and externally to build consensus and drive execution of projects on time and on-budget.
  • The ability to issue spot complex fact patterns, manage through ambiguity, and work on a multidisciplinary basis to balance risk and reward in a manner that creates shareholder value and best protects the interest of the Company.
  • Excellent analytical, oral, interpersonal, and written communication skills; must be able to communicate effectively with all levels of the organization and externally.
  • Good judgment, integrity, resilience, high energy and demonstrated understanding of general business values and ethics.
  • Excellent planning skills, with the ability to manage multiple projects simultaneously and continually seeks a better way to do things.
  • "Always learning" attitude about emerging trends and risks in U.S. public company issues and corporate governance.
  • A sense of humor!

Qualifications

  • JD degree and at least one state bar admission in good standing.
  • Authorized to work in the U.S. without sponsorship.
  • A minimum of 10+ years of broad-based legal experience in dealing with sophisticated legal issues in a business setting. At least a portion of this background should be with a high-quality law firm, with an emphasis on corporate and securities matters, including regulatory and compliance matters arising under the federal securities laws, governance issues, and corporate finance matters including debt and equity offerings. Experience working on international mergers and acquisitions is strongly preferred.
  • Current experience working in-house at a public corporation is required.
  • Deep, subject matter expertise in U.S. securities laws, corporate finance in both the capital and credit markets and corporate governance and international mergers and acquisitions.
  • Experience of the credit markets, and financing agreements including loan notes, etc.
  • Must be familiar with financial statements and accounting literature and comfortable discussing underlying financial statement concepts, including accounting and tax.

Work Environment

The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this position:

  • The corporate office is an open office environment where the noise level is usually quiet.
  • The noise level and conditions at facilities and projects are similar to that of other heavy industries.
  • The position may require work outside of normal business hours.
  • Opportunity to work remotely for a portion of the normal working week.

Location/Relocation

  • Position is based in Atlanta, Georgia. While, local candidates are strongly preferred, CRH is open to considering qualified candidates interested in relocating to Atlanta, Georgia.

Travel

  • International travel is expected and initially on a regular basis to Ireland.

Work Arrangement

  • Hybrid

Compensation

  • Commensurate with experience.

What CRH Offers You

  • Highly competitive base pay
  • Comprehensive medical, dental and disability benefits programs
  • Group retirement savings program
  • Health and wellness programs
  • A diverse and inclusive culture that values opportunity for growth, development, and internal promotion

About CRH

CRH has a long and proud heritage. We are a collection of hundreds of family businesses, regional companies and large enterprises that together form the CRH family. CRH operates in a decentralized, diversified structure that allows you to work in a small company environment while having the career opportunities of large international organization.

If you're up for a rewarding challenge, we invite you to take the first step and apply today! Once you click apply now, you will be brought to our official employment application. Please complete your online profile and it will be sent to the hiring manager. Our system allows you to view and track your status 24 hours a day. Thank you for your interest!

CRH is an Affirmative Action and Equal Opportunity Employer.

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