Corporate Counsel

CORE RESPONSIBILITIES AND TASKS:

Sherwin-Williams is seeking a dynamic attorney to join the Legal Team in the Corporate and Administrative Group. This role will support a broad range of corporate legal matters, including securities, corporate governance, finance transactions, commercial contracts, subsidiary governance, corporate transactions, and public company compliance processes. This position supports other attorneys in the Legal Department, as well as internal business partners. The ideal candidate is a strong team player and a self-starter with good communication skills.

(1) Tasks and responsibilities include:

• Reviewing and negotiating commercial agreements and providing legal support for internal business partners in corporate departments, including Treasury, Tax, Finance, and Investor Relations.
• Supporting intercompany transactions, including formation and maintenance of subsidiaries; overseeing day-to-day governance of subsidiaries, including the preparation and filing of annual and other reports; preparation of subsidiary documentation to assist in legal entity governance and management; maintaining subsidiary records, including minute books.
• Assisting with matters related to corporate finance transactions, including debt offerings and credit agreements, including leading due diligence processes.
• Providing general legal support to the Community Engagement team.
• Supporting compliance processes related to the Company's Insider Trading Policy and NYSE rules and regulations.
• Supporting the preparation of SEC forms, including Section 16 filings and Forms 8-K, 10-K, and 10-Q; assisting with preparation of the Proxy Statement.
• Assisting with preparation of Board materials, including drafting materials for the meetings of the Board and its committees, as assigned, and assisting with management of the Board portal.
• Assisting with other corporate transactions and governance matters.
• Acquiring and maintaining knowledge of company systems, tools and processes and procedures relevant to corporate governance, finance and securities matters.
• May manage or provide work direction or review the work of support staff, paralegals, admins, fellows, law clerks, etc.

(2) Effective management of assigned legal activities for relevant practice areas:

• Supports projects and teams - Supports or leads projects providing legal support and solutions.
• Provides legal counsel - Provides focused and practical legal advice respecting business operations as well as the impact of current or anticipated laws, rules and regulations. Develops and substantiates corporate positioning on matters involving legal compliance.
• Manages risk - Identifies and analyzes new regulations and existing and emerging legal risks and develops and implements business-focused strategies to manage risks.
• Compliance - Assists the development and implementation of policies, procedures and control mechanisms to promote compliance with applicable laws, rules and regulations.
• Proactive guidance - Stays abreast of new regulations and emerging legal risks; provides proactive advice and counsel to corporate departments and functions that may be impacted.

(3) Demonstrates the development of core legal expertise and support for legal affairs of corporate departments and functions and enterprise-wide functions:

• Develops broad understanding of the strategies used by the Company in carrying out their enterprise-level responsibilities.
• Supports business partners in an efficient and effective manner.
• Manages outside counsel in an efficient and cost-effective manner, as necessary.
• Acquires and maintains knowledge of company systems, tools and processes and procedures relevant to Corporate Finance, Securities and Corporate Governance matters, and other Company projects and initiatives.
• Performs other duties as assigned.

This role will report to Sherwin-Williams Global Headquarters located at 1 Sherwin Way, Cleveland, OH 44113.

"Job duties include contact with other employees and access confidential and proprietary information and/or other items of value, and such access may be supervised or unsupervised. The Company therefore has determined that a review of criminal history is necessary to protect the business and its operations and reputation and is necessary to protect the safety of the Company's staff, employees, and business relationships."

POSITION REQUIREMENTS:

Minimum Requirements:

• Must be at least 18 years of age
• Must be legally authorized to work in the country of employment without needing sponsorship for employment work visa status now or in the future
• Must have a Juris Doctor
• Must have an active license to practice law in Ohio or ability to obtain licensure in Ohio
• Must have a minimum of 5 years of experience in a law form and/or corporate legal department
• Must have experience in general business law, corporate governance, securities and/or finance
• Must have general knowledge of legal software
• Must have at least 1 year of experience with Microsoft Office products such as Word, Excel and Power Point

Preferred Qualifications:

• Have demonstrated excellent academic credentials

TRAVEL REQUIREMENTS: (TIME SPENT AWAY FROM HOME OR OTHER TYPICAL OFFICE LOCATION)

• 10%