Managing Counsel

Calpine - Houston, TX

- Senior

Houston, TX

Utilities

About the position

Unique opportunity to join a diverse, fast-paced and challenging in-house legal department and serve as a principal day-to-day finance and M&A attorney for the Company. Broad finance, capital markets, and M&A experience in the energy industry preferred, with project finance, equity and debt securities, tax equity experience a plus. Will advise and assist on all aspects and all stages of capital markets, project finance, M&A and tax transactions (collectively, "corporate transactions"), including advising on legal entity structuring, finance agreements, bond offerings, financial and regulatory compliance, and corporate and securities matters. Will draft, review, and provide advice for project finance agreements, bond offerings, tender offers, purchase and sale agreements, tax equity and tax credit arrangements, joint venture agreements, and other complex corporate transactions.

Responsibilities

• Manage and oversee all legal aspects of energy-related corporate transactions from inception to completion, including structuring, due diligence, negotiation, drafting, and closing.
• Support all legal financing and entity structuring aspects of complex energy development projects.
• Draft, review, and negotiate various agreements, including purchase and sale agreements, joint venture agreements, corporate and project financing agreements and other transaction-related documents.
• Lead and coordinate the due diligence process for corporate and financing transactions, including identifying and mitigating legal risks, and advising on the implications of findings.
• Provide strategic legal advice and support to senior management and business teams on corporate and finance transaction structure and risk management.
• Lead legal aspects of creating and dissolving joint ventures, equity purchase transactions and other mergers and acquisition transactions.
• Ensure compliance with all applicable laws and regulations related to corporate and financing transactions, including antitrust, securities, KYC and AML programs, and corporate governance.
• Identify and manage legal risks associated with corporate and financing transactions, including potential litigation, contractual disputes, and regulatory challenges.
• Manage challenges and audits, and dispute matters arising from time to time with respect to corporate and financing transactions.
• Work closely with internal teams, including corporate development, finance, tax, construction and operations, as well as external advisors, including outside counsel, investment bankers and consultants.
• Mentor and provide guidance to junior attorneys and support staff involved in corporate and financing transactions.
• Stay current with changes in relevant laws and regulations and advise on their potential impact on the company's corporate transactions, including relevant tax and securities law and regulations.
• Provide legal support during the post-transaction integration phase, ensuring smooth transition and compliance with legal requirements.
• Assist commercial and finance teams in interpreting and implementing/ effectuating legal/contractual obligations.
• Manage outside counsel to maximize benefit and minimize costs.

Requirements

• Extensive experience in drafting and negotiating complex transaction documents.
• Strong understanding of corporate law, securities regulations, antitrust laws, corporate and legal finance and other relevant legal frameworks.
• Excellent analytical and problem-solving skills with a strategic mindset.
• Exceptional negotiation and communication skills, with the ability to influence stakeholders at all levels.
• Ability to work under pressure and manage multiple high-priority projects simultaneously.
• Strong leadership and team management skills.
• Experience working in a fast-paced, dynamic environment.

Benefits

• Equal Opportunity Employer of Minorities, Females, Protected Veterans, and Individuals with Disabilities.
• Calpine is committed to Equal Employment Opportunity and providing reasonable accommodations to applicants with physical and/or mental disabilities.