The Corporate Counsel is responsible for providing appropriate and responsive legal support and advice to the Company on a variety of legal matters with a particular focus on capital markets and securities public company reporting and corporate governance mergers and acquisitions and other strategic transactions. The Corporate Counsel will also draft negotiate and implement a broad range of contracts and provide compliance support across the enterprise. This position must have a solid business orientation and focus on practical problem solving while upholding the Companys strong ethics culture and principles of integrity.

• Support the Companys capital markets activity including registered offerings debt issuances credit facility amendments and other financing transactions working closely with senior attorneys outside counsel underwriters and lenders;
• Assist with the preparation and review of the Companys periodic and current SEC filings including Forms 10-K 10-Q and 8-K and Section 16 filings (Forms 3 4 and 5);
• Advise on Securities Act and Exchange Act matters including Regulation FD insider trading Rule 144 and NYSE listing requirements and assist in maintaining the Companys insider trading and related-person transaction programs;
• Provide transactional support on dealership acquisitions divestitures and other strategic transactions including drafting and negotiating letters of intent purchase agreements real estate documents manufacturer framework documents and ancillary deal documentation;
• Coordinate and manage legal due diligence and post-closing integration matters including regulatory and manufacturer approvals;
• Draft review edit and negotiate a wide variety of commercial and transactional agreements;
• Coordinate with and seek feedback and input from subject matter experts across the Company to complete contract reviews and approvals;
• Support the Companys compliance program including Code of Conduct administration policy development and training and anti-corruption sanctions and whistleblower matters;
• Provide responsive and effective legal support and counsel to all of the Companys departments as needed;
• Identify legal risks and recommend and implement risk mitigation strategies;
• Support business initiatives and acquisitions;
• Manage and direct outside counsel as appropriate;
• Perform special projects as assigned.

• Admission and member in good standing of a State Bar and qualified to practice as in-house counsel in Texas;
• Minimum of 68 years experience at a law firm and/or in an in-house position with a meaningful combination of capital markets securities and public company reporting corporate governance and transactional M&A experience;
• Core competencies must be in corporate law with demonstrated working knowledge of the federal securities laws and SEC rules and regulations applicable to public companies (Securities Act of 1933 Securities Exchange Act of 1934 Sarbanes-Oxley Dodd-Frank and related SEC and stock exchange requirements);
• Some experience supporting corporate compliance programs and related advisory work;
• Significant experience drafting reviewing and negotiating contracts and transaction documents;
• Excellent written and verbal communication research and presentation skills;
• Excellent analytical and creative problem-solving skills;
• Ability to communicate effectively with business leaders sales personnel and subject matter experts;
• Practical logical and efficient problem solver;
• Strong work ethic team player and positive attitude;
• Organized and keen attention to detail;
• Results oriented self-motivated and self-directed;
• High degree of professionalism sound judgment and ability to handle confidential and market-sensitive information;
• Able to handle multiple concurrent assignments and assume personal responsibility for deliverables under tight deadlines working well under pressure in a rapidly changing environment.

Preferred Qualifications

• Prior in-house experience at a publicly traded company including experience supporting a Board of Directors and standing committees;
• Experience within or for the automotive industry or in another multi-state retail or franchise-regulated business;
• Experience with a wide variety of contracts including commercial and technology;
• Excellent project management skills and ability to work cross-functionally.

Education

• A Juris Doctorate from an ABA accredited law school with a strong academic record is required.