Senior Corporate Counsel

Job Title: Senior Corporate Counsel -India & Southeast Asia

Location: India

Job Type: Full-Time

Experience Level: 10 - 15 Years

Job Description:

Overview: We are seeking a highly experienced and skilled Senior Corporate Counsel to join our Global Legal Team providing legal advice and support to the Company entities and operations in India and Southeast Asia. The ideal candidate will have a strong background in commercial and corporate law, with extensive experience in handling legal matters in India and across multiple jurisdictions within the Southeast Asia region. This role requires a strategic thinker with excellent negotiation skills and the ability to manage complex legal issues, across borders, in a dynamic and fast-paced environment.

Key Responsibilities:

Legal Advisory:

• Provide expert legal advice and support on a wide range of commercial matters, including various contracts, corporate governance, and competition law.
• Advise in regulatory compliance and ensure the company's operations adhere to local laws and regulations in India and the Southeast Asia region.

Contract Management:

• Draft, review, and negotiate a variety of commercial agreements, including supply chain and procurement agreements, distribution agreements, and service contracts.
• Ensure that all contracts are legally sound and align with the company's strategic objectives.

Risk Management:

• Identify and mitigate legal risks associated with the Companys operations.
• Develop and implement risk management strategies and policies to protect the company's interests.

Dispute Resolution:

• Manage and resolve commercial disputes, including litigation, arbitration, and mediation.
• Work closely with external legal counsel when necessary to handle complex legal matters.

Corporate Governance:

• Ensure compliance with corporate governance standards and best practices.
• Advise senior management on corporate governance issues.
• Manage entity annual filings, certifications, and disclosures require under law.
• Maintain statutory records and registers.
• Act as key liaison with government and regulatory bodies, including the Ministry of Corporate Affairs, RoC, and other statutory authorities.

Regulatory Compliance:

• Monitor and interpret changes in laws and regulations that may impact the company's operations.
• Work with the Ethics & Compliance team to implement compliance programs to ensure adherence to legal and regulatory requirements.

Company Secretary:

• Ensure compliance with the Companies Act, 2013, SEBI regulations, FEMA and other applicable laws.
• Experience in handling M&A transactions, including conducting legal and secretarial due diligence of target entities, drafting and vetting of transactional documents (share purchase agreements, business transfer agreements, shareholders agreements), ensuring compliance with necessary corporate approvals and regulatory filings, coordinating with cross-functional teams (legal, finance, tax, consultants), and overseeing post-closing secretarial integration activities.
• Manage corporate actions such as Liquidation, Mergers, Acquisitions, and Shareholding structure compliance.
• Conduct and manage Board Meetings, General Meetings, Committee Meetings drafting agendas, circulating notices, recording minutes, and filing resolutions.
• Handle secretarial compliance, including ROC filings, annual returns, director filings (DIR-3 KYC, DIN, etc.), and maintenance of statutory registers.
• Advise the Board and leadership team on corporate governance best practices, emerging regulatory changes, and corporate risk factors.
• Facilitate and manage internal audits and support external audits related to corporate governance.
• Work on the preparation and filing of various statutory forms and other secretarial documents under MCA
• Correspondence with various stakeholders, including Stock Exchanges, NSDL, CDSL, Shareholders, Directors, Auditors, Consultants, RTA, etc. of the Company.
• Support in drafting and maintaining CSR policy, ensure compliance with Section 135 of the Companies Act, manage CSR budget allocation, utilization tracking, and annual CSR disclosures
• Maintain compliance calendars, secretarial trackers, and ensure timely closure of audit observations

Training and Development:

• Provide training and guidance to internal stakeholders on legal and compliance matters.
• Foster a culture of legal awareness and compliance within the organization.

Qualifications:

• Masters degree in Law or equivalent legal qualification from a recognized institution.
• Admission to practice law in a globally recognized jurisdiction.
• 10 - 15 years of experience in commercial law, with a significant portion of that experience in India and Southeast Asia.
• Strong knowledge of commercial, corporate, and regulatory laws.
• Proven track record of successfully managing complex legal matters and negotiations.
• Excellent analytical, problem-solving, and decision-making skills.
• Strong communication and interpersonal skills, with the ability to work effectively with diverse teams.
• Complete fluency in English, both verbal and written, is required.
• Candidate who is a qualified member of the Company Secretaries of India (ICSI).
• Minimum 36 years of relevant post-qualification experience in corporate secretarial practices.
• Experience in M&A transactions.
• Ability to work independently and as part of a team.
• High ethical standards and integrity.