Associate General Counsel

The Assistant General Counsel – Commercial Contracts & M&A provides legal counsel and support for Ports America's commercial agreements, mergers and acquisitions, and strategic business transactions. This position works closely with business leaders and cross-functional teams to negotiate complex agreements, manage legal risks, and provide practical legal guidance aligned with the Company's business objectives.

The role is responsible for independently managing a portfolio of commercial and transactional legal matters, supporting corporate growth initiatives, and ensuring legal considerations are appropriately addressed throughout business operations and strategic transactions.

Essential Duties and Responsibilities

Commercial Contracts

• Draft, review, negotiate, and manage commercial agreements, including customer contracts, vendor and supplier agreements, service agreements, operating agreements, nondisclosure agreements, consulting agreements, licensing arrangements, and amendments.
• Manage the contract lifecycle, including intake, review, negotiation, execution, and post-execution obligations for assigned matters.
• Identify, evaluate, and advise on contractual risks involving liability, indemnification, insurance, payment terms, termination rights, confidentiality, data protection, dispute resolution, and regulatory compliance.
• Partner with business stakeholders to understand commercial objectives and provide practical legal recommendations that balance business needs and legal risk.
• Develop, maintain, and apply contract templates, negotiation guidelines, standard provisions, and contract management procedures.
• Collaborate with Finance, Operations, Procurement, Risk Management, Compliance, and other departments on commercial and contractual matters.

Mergers, Acquisitions and Strategic Transactions

• Provide legal support for acquisitions, dispositions, joint ventures, investments, restructurings, and other strategic business transactions.
• Manage and conduct legal due diligence involving commercial contracts, permits, leases, customer and vendor agreements, litigation, compliance matters, corporate records, and operational considerations.
• Prepare due diligence summaries, identify potential legal risks, and recommend appropriate mitigation strategies.
• Draft, review, and negotiate transaction documents, including letters of intent, purchase agreements, disclosure schedules, transition services agreements, consents, assignments, and related agreements.
• Coordinate with outside counsel, Finance, Tax, Operations, and other internal and external stakeholders throughout transaction processes.
• Support post-closing integration activities, including contract assignments, required consents, and transaction-related obligations.

Corporate Legal

Support

• Independently manage assigned legal matters and escalate significant legal risks or strategic decisions to leadership as appropriate.
• Coordinate and oversee outside legal counsel to ensure timely, practical, and cost-effective legal support.
• Prepare legal memoranda, transaction summaries, contract status reports, and presentations for business leaders and executive management.
• Support corporate governance, compliance initiatives, legal operations, contract management, and document retention processes.
• Provide legal guidance to internal stakeholders on commercial and transactional matters.
• Maintain effective working relationships with legal, operational, financial, and executive leadership.
• Perform other related duties as assigned.

Minimum Qualifications

• J.D. from an accredited law school required.
• Active membership in good standing with the bar of at least one U.S. jurisdiction required.
• Approximately 10 years of relevant legal experience involving commercial contracts, corporate transactions, and mergers and acquisitions.
• Experience drafting, reviewing, and negotiating complex commercial agreements, including customer, vendor, service, or other business contracts.
• Experience supporting mergers and acquisitions governed by New York or Delaware law, including due diligence, disclosure schedules, and transaction documentation.
• Experience identifying, evaluating, and advising on legal and commercial risks associated with contracts and business transactions.
• Demonstrated ability to independently manage complex legal matters and multiple projects with competing deadlines.
• Experience collaborating with business leaders, outside counsel, and cross-functional stakeholders.
• Ability to interpret complex legal and contractual requirements and provide clear, practical recommendations.
• Strong written and verbal communication, negotiation, organizational, and analytical skills.

Preferred Qualifications

• Previous in-house corporate counsel experience.
• Experience with an established law firm supporting mergers and acquisitions or complex commercial transactions.
• Experience supporting infrastructure development, financing transactions, or capital-intensive business operations.
• Experience in transportation, maritime, logistics, ports, terminals, industrial operations, or related asset-intensive industries.
• Experience working with private equity-backed companies, infrastructure investment platforms, or businesses involved in strategic acquisitions.
• Experience managing outside counsel and coordinating legal workstreams involving multiple internal and external stakeholders.
• Experience supporting post-acquisition integration, corporate restructuring, or joint venture transactions.
• Experience advising senior executives on complex commercial transactions and strategic business decisions.

Knowledge, Skills and Abilities

• Knowledge of commercial contract law, corporate transactions, and mergers and acquisitions.
• Ability to evaluate legal risks and develop solutions that support business objectives.
• Ability to negotiate complex agreements and communicate effectively with internal and external parties.
• Strong business judgment and ability to balance legal considerations with operational and commercial priorities.
• Ability to manage confidential and sensitive business information.
• Ability to work independently while maintaining effective collaboration with legal and business teams.
• Ability to organize, prioritize, and manage multiple legal matters within established deadlines.
• Ability to prepare clear and accurate legal documents, summaries, and recommendations for leadership.

NOTE

Compensation & Benefits: NJ pay Transparency up to $260,000. Actual compensation will be determined based on factors such as experience, qualifications, skills, and geographic location. Eligible employees may receive a comprehensive benefits package, including medical, dental and vision coverage, retirement benefits, paid time off, paid holidays, and other company-sponsored benefits.

Additional incentive compensation may be available based on the position.

This job description is not intended to be all-inclusive. Employees may perform other related duties as needed to meet the ongoing needs of the organization.

Ports America is an Equal Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, sex (including pregnancy), sexual orientation, gender identity or expression, age, disability, genetic information, citizenship status, military or veteran status, or any other characteristic protected by applicable federal, state, or local law.

Work Authorization

This position does not offer employment-based immigration sponsorship. Applicants must be legally authorized to work in the United States without current or future sponsorship.

Applicant Privacy

For additional information regarding how Ports America collects, uses, and protects applicant information, please review our Applicant Privacy Notice (https://artifacts.portsamerica.com/pdf/Applicant%20Privacy%20Notice.pdf). Questions regarding the handling or protection of applicant data may be directed to [email protected] (mailto:[email protected]).

Equal Opportunity

Employer/Protected Veterans/Individuals with Disabilities

This employer is required to notify all applicants of their rights pursuant to federal employment laws. For further information, please review the Know Your Rights (https://www.eeoc.gov/poster) notice from the Department of Labor.