Apply on Employer Site

Warner Bros. Discovery · 1 day ago

Head of Legal - Capital Markets, M&A, Real Estate, and Corporate Secretary

Atlanta, GA

Full-time

Onsite

Director/Executive

$357K/yr - $664K/yr

15+ years exp

Warner Bros. Discovery is a leading media and entertainment company seeking a senior legal executive to lead its Mergers & Acquisitions, Capital Markets, and Corporate Secretary functions. The role involves overseeing corporate governance, securities compliance, and advising on strategic transactions while managing cross-functional legal matters.

AdvertisingBroadcastingDigital EntertainmentDigital MediaFilm ProductionMedia and EntertainmentNewsPublishing

Responsibilities

Ensure compliance with all SEC and Nasdaq requirements, including Forms 10-K/10-Q, proxy statements, Forms S-3/S-8, Reg G, Form 8-K, Section 16 Reporting, -, and other applicable disclosure obligations

Partner with technical accounting/SEC reporting, investor relations, and finance teams to ensure accurate, timely, and compliant disclosures

Oversee preparation and review of periodic filings, earnings releases, shareholder communications, and proxy statements

Collaborate with Corporate Communications on proxy, sustainability reports, and other corporate governance-related messaging

Collaborate with Investor Relations on shareholder engagement and outreach strategies

Advise senior executives and the Board on securities law developments, disclosure trends, and compliance strategies

Serve as Secretary to the DG Board of Directors, ensuring effective governance processes and adherence to corporate bylaws and governance guidelines

Partner with the CLO to drive effective communication between the Board/Board Chair, CEO, senior management, and Legal on agendas, materials, and presenters

Advise the Board and senior management on corporate governance matters, executive compensation, and shareholder engagement strategies

Manage annual and special meeting processes, including agenda setting, materials preparation, and minutes

Guide the Board through governance and compensation considerations during periods of strategic challenge and transition

Lead and manage the legal aspects of mergers, acquisitions, divestitures, joint ventures, and global real estate transactions

Navigate the interconnected and cross-functional nature of these transactions, collaborating across legal, finance, tax, HR, technology, operations, and communications teams to achieve optimal outcomes

Provide strategic legal support for deal structuring, due diligence, negotiation, execution, and post-closing integration

Advise on financing transactions, capital markets offerings, and related disclosure requirements

Draft, review, and negotiate transaction documents in partnership with internal and external counsel

Provide agile legal advice to the Treasury team as they strategically manage the company’s debt portfolio

Support debt issuances, refinancing activities, and capital structure initiatives, ensuring compliance with all applicable laws and contractual obligations

Manage DG’s 450 global subsidiaries and joint ventures, including entity creation, dissolution, and rationalization efforts

Oversee enterprise-wide initiatives such as the Global Subsidiary Initiative (GSI) and special projects, managing expectations on timing and outcomes

Establish and lead DG’s sustainability reporting function, ensuring alignment with global standards and frameworks (e.g., SASB, TCFD, GRI)

Prepare for and ensure compliance with new regulatory requirements

Qualification

Mergers & AcquisitionsCorporate GovernanceSecurities ComplianceCapital MarketsExecutive CompensationSustainability ReportingLegal DraftingCommunication SkillsLeadershipNegotiation Skills

Required

JD from an accredited law school; active bar membership in good standing

15+ years of legal experience with significant focus on public company compliance, corporate governance, executive compensation, capital markets, and M&A transactions

Demonstrated leadership in mergers, acquisitions, divestitures, joint ventures, and global real estate transactions

Extensive experience advising Boards and senior leadership on SEC and Nasdaq compliance, disclosure, and reporting requirements

Proven ability to advise Boards of Directors and senior leadership on governance, shareholder engagement, and executive compensation matters

Experience managing complex, cross-border M&A transactions and navigating their interconnected nature with multiple business functions

Strong understanding of treasury operations and debt portfolio management

Exceptional drafting, negotiation, and communication skills

Ability to manage large-scale global entity portfolios and streamline governance processes

Demonstrated leadership in sustainability strategy, initiatives, and regulatory preparedness