Marsh & McLennan Senior M&A Counsel in New York, New York

The Senior M&A Counsel will provide support in connection with mergers and acquisitions (“M&A”) and other strategic transactions for Marsh & McLennan Companies (“MMC”) and its operating companies. The M&A responsibilities of this role involve: (i) performing legal due diligence on corporate law, material contracts and other legal and regulatory aspects of M&A and other strategic transactions, (ii) supporting the negotiation of transaction agreements (including some drafting responsibilities), (iii) taking primary responsibility for ancillary transaction documents, including engagement letters, confidentiality agreements, hold harmless letters, disclosure letters, transition services agreements and other agreements in connection with such transactions, (iv) supporting the lead transaction lawyers with various other legal tasks necessary to consummate such transactions and (v) assisting in the development and maintenance of policies, procedures and protocols to enhance the effectiveness, efficiency and consistency of executing strategic transactions.

The Senior M&A Counsel will also be responsible for drafting, negotiating and advising on all aspects of IT and other procurement contracts for MMC and its operating companies, including licensing and distribution agreements, software licensing, professional services, product development, content / data, SaaS and marketing agreements.

The Senior M&A Counsel will be primarily responsible for (i) negotiating the legal terms and conditions of these contracts, (ii) advising the business sponsor(s) of associated legal and regulatory risks, (iii) recommending ways to address, manage and mitigate those risks and (iv) coordinating and overseeing external counsel in drafting and negotiating large, complex procurement contracts, in each case with limited oversight.

The Senior M&A Counsel will also be primarily responsible for developing and maintaining MMC’s template procurement contracts, as well as negotiating tools, guidelines and checklists to support MMC’s global procurement function. Experience in drafting, negotiating and advising on technology and software licenses, as well as related intellectual property (“IP”) and data protection matters is preferred, but is not mandatory.

The Senior M&A Counsel should have at least four years of experience as an M&A transactional lawyer in a large corporate law firm and / or in-house experience and preferably have expertise in technology transactions.

Support M&A and other strategic transactions involving MMC and its operating companies, including in relation to the following:

Performing legal due diligence reviews on acquisition targets to identify important risk considerations and exposures in relation to corporate law, material contracts and other legal and regulatory concerns

Performing legal research arising out of transactions and drafting brief legal memoranda

Supporting lead transactions lawyers in drafting and negotiating transaction-related documents

Drafting and negotiating ancillary transaction documents, including engagement letters, confidentiality agreements, hold harmless letters, disclosure letters, transition services agreements and other agreements in connection with such transactions, individually or with assistance and support of external counsel

Maintaining closing checklists and assisting with project management tasks and various other activities needed to consummate transactions efficiently and in an organized manner

Assisting the Chief Strategy & M&A Council to maintain and update MMC’s template documents for M&A and other strategic transactions

Drafting and negotiating contracts with third party vendors (e.g., master service agreements, professional services agreements, non-disclosure agreements, outsourcing agreements, technology services agreements, systems implementation agreements, hosting agreements and software as a service (“SaaS”) agreements) to address identified risks and levels of performance required from the third party, as well as the following in connection therewith:

Identifying and providing advice to business sponsors and their teams on the key contractual risks associated with projects and vendor contracts

Providing advice based on the appropriate balance of risk mitigation and business interests on a real-time basis

When negotiating enterprise wide agreements, consulting with key stakeholders within MMC and its operating companies (within or outside the US) to explain the objective of the activity, data/ personnel that will be impacted, how risks might be mitigated and managed, and addressing any remaining local issues with internal stakeholders, the client / vendor or other stakeholders.

Coordinating cross functional teams (tax, information security and finance) and legal and compliance colleagues (data privacy, sanctions)0 in order to provide comprehensive risk assessment and risk management

Coordinating with outside counsel for MMC and its operating companies for large, complex procurement contracts and M&A transactions

Working to make all contractual documents compliant with MMC policies and maintaining an understanding of the impact of any changes in MMC policies, organizational structure and procedures

Protecting the IP rights of MMC and its operating companies to prevent loss / infringement by third parties through trademarks, copyrights, patents and other appropriate safeguards

Providing advice to colleagues in meeting obligations associated with contracts and agreements

Using independent judgment and thinking applied to the resolution of contract issues

Developing and maintaining MMC’s global procurement templates and contracting protocols and evaluating third party agreement templates against MMC’s standard templates; developing negotiating guidelines, checklists and other tools to support MMC’s global procurement function

Analyzing new and changing laws and regulations impacting core function

Contributing to and reinforcing the MMC LCPA Department’s Strategic Plan or initiatives that impact the LCPA organization. Qualifications Requires qualification and license to practice law as per local statutes, rules and regulations.
At least 4 years of legal experience obtained at a law firm or corporate legal department.
Experience with technology transactions is preferred. Exercises good judgment; demonstrates excellent communication skills; the ability to communicate and collaborate effectively and diplomatically with all levels of MMC personnel Demonstrates strong contract review and drafting skills Possesses excellent organizational skills; demonstrated ability to create, plan and successfully execute projects; the ability to meet multiple deadlines in a fast-paced environment Possesses the ability to assess size and scope of contemplated transactions and tailor contracts and negotiation effort accordingly Highly responsive with ability to manage high workload volumes efficiently and effectively Exhibits commercial solution-oriented thinking with focus on superior client service Able to collaborate effectively with colleagues in other functions Exhibits the ability to understand, and accurately articulate and document, complex transactions

Meets the specific requirements to practice law in-house as per local statutes, rules and regulations. Specialists may need certification in specialization R_026852-en