Legal Counsel and Corporate Secretary

4 weeks ago

Manila, National Capital Region, Philippines Solar Candi Philippines Full time

Responsibilities will be focused on the following:

General Transaction and Counsel Support (preferred Projects and Infrastructure/construction background):

  • Support business development team, projects team and central legal team on all country matters in the negotiation and delivery of investments, including:
  • Assist with drafting and reviewing all project documentation for rooftop solar, ground-mounted solar for commercial and industrial customers (including power purchase agreements, engineering, procurement and construction contracts, Operations & Maintenance contracts)
  • Advise on regulations in the Philippines energy sector, electricity act and related regulations
  • Advise on existing shareholder arrangements or proposed joint venture arrangements
  • Accompany business development and projects leads to meetings with counterparties and customers, ability to negotiate and draft during the meeting and hold their own in front of senior legal and business professionals
  • General transaction support - assist with legal due diligence, legal structuring, and documentation, signing, and closing processes (including preparing, reviewing and collating conditions precedent documents), assistance with land issues and other project legal issues as they arise
  • Liaise and manage relationships with local governmental and regulatory authorities and bodies
  • Liaise with local legal and tax advisers, local employment and consultant agreements
  • Advise on contractual structures for various energy service contracts including heating and cooling solutions, energy efficiency
  • Assist with finance transactions, corporate M&A documentation and drafting share purchase agreements, MOUs as required from time to time.

Corporate Secretarial and Governance

  • Act as/supervise Corporate Secretaries for the Philippine investment and holding companies as required and carry out the following general corporate secretary duties
  • Manage local investment structures and assisting in incorporation of tax efficient structures
  • Ensure all corporate approvals (board and shareholders' resolutions and corporate certificates) for all corporate matters for all country entities
  • Carry out ad-hoc regulatory and ROC related forms and filings such as increase and allotment of authorized share capital
  • Ensure periodic board meetings in country, taking minutes as required
  • Ensure all corporate filings, record-keeping, and KYC for all country entities
  • Ensure any applicable regulatory reporting is carried out
  • Ensure ongoing compliance and reporting with local debt documents, project documents and shareholder and investment agreements
  • Implement Anti-Bribery, Anti-Money Laundering and Anti-Corruption policies and procedures and provision of training on same
  • Brief central legal team on compliance and governance matters
  • Manage local permits / licenses and maintenance/reporting under same

Requirements and Qualifications:

  • Experienced lawyer with at least 3-5 years spent in reputed national law firms or similar renewable energy companies
  • Competent knowledge and use of Microsoft offices
  • Substantial experience in Energy and Infrastructure, whether in law-firms or in-house, a plus
  • Knowledge of and experience of working in renewable energy a plus
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