Corporate Counsel

General Position Summary

The Corporate Counsel is responsible for contributing to the Company's efforts to realize our corporate vision: creating, and enhancing value for all our stakeholders, through energy asset development and supply in North America. The Corporate Counsel is responsible for supporting the commercial and existing legal teams related to transactional legal matters of Company including the power business ("Power''), future energy development business ("FED"), Freeport LNG business (“Freeport”) and general corporate matters. Additionally, this role will support the Chief Compliance Officer and head of the Legal and Compliance Office in implementation and administration of OGUSA's compliance program to ensure full compliance with applicable laws and regulations, including federal/state statues and market regulations related to energy trading transactions. Additionally, the Corporate Counsel will undertake additional legal obligations as may be required from time to time.

All responsibilities and duties may be adequately supported by internal and external counsel as approved by the Head of the Legal & Compliance Office ("CLO") and the Chief Compliance Officer ("CCO").

Principal Responsibilities And Duties

Transactional Legal Matters in relation to Power, FED, Freeport and Corporate matters (70%):

1.    Review, draft, negotiate, interpret, and provide advice on various types of contracts relating to:

(1)  Power

o         Project related agreements such as plant operation and maintenance, asset management, and energy management

o         Interconnection, power sales, gas procurement, and transportation, etc.

o         Derivative contracts (ISDA, etc.)

o         Financing contracts (credit agreements, tax equity arrangements, and other related contracts)

(2)  Fed

o         Contracts in relation to FED on an as-needed basis

(3)  Common and general (Power, Freeport, FED, and general corporate)

o        Draft, prepare and revise standard legal documents to be implemented across OGUSA.

o        Ancillary agreements to M&A related contracts (sales and purchase agreement of asset or interests of corporations, partnership, LLC, or joint venture, joint venture and development agreement, etc.) such as disclosure schedules, exclusivity agreements, etc.

o         General contracts (consulting services agreements, master services agreements, confidentiality agreement, partnership agreements, LLC agreements, parent guarantee, consents/amendments, etc.)

1. 2.    Monitor and support certain disputes/litigation on an as-needed basis.
2. 3.    Review communications with trade/business partners involving contractual issues and provide legal analysis.
3. 4.    Review and draft documents for partners such as Board of Managers materials and written consents.
4. 5.    Monitor and advise management and project teams of legal developments and trends, including changes in the law, regulatory developments, and judicial decisions impacting the OGUSA business.
5. 6.    Advise on document management from legal perspective; prior experience with contract lifecycle management software preferred.
6. 7.    Support and assist the CLO in connection with legal matters of OGUSA and its affiliates as required, including communication with legal departments of Daigas Group headquarters and OGUSA's affiliates.

Item 1. (1), (2), and (3) may be adequately supported by external counsel as approved by the CLO, and the rest of items may be adequately supported by other in-house counsel resources of the Daigas Group.

Regulatory Compliance Matters (30%):

1. 1.    Assist the CCO and business teams to ensure compliance with governmental and/or other agency laws and regulations (FERC, CFTC, NERC, EPA, ISOs, etc.) relating to energy transactions and activities conducted by OGUSA and its affiliates involving the power business and natural gas liquefaction business, in both physical and financial products.
2. 2.    Conduct legal research and writing on relevant regulatory inquiries.
3. 3.    Assist the CCO to develop and administer compliance program, including internal policy development and annual training in coordination with outside counsel relating to FERC, CFTC, and Exchange regulations.
4. 4.    Assist the CCO with compliance calendar and to ensure all compliance reporting obligations are met, filings are on time, including the preparation of the necessary filings and report.
5. 5.    Assist the CCO to ensure compliance with regulations on anti-bribery/corruption, anti-money laundering, and trade sanction.
6. 6.      Support and assist the CCO with various compliance-related projects and assignments as required.

Requirements

Qualifications Education:

•       Juris Doctor from an American Bar Association accredited law school

Experience:

• 1-4 years of legal experience in transactional matters including corporate, and commercial contracts.
• Must have legal work experience as an attorney with a U.S. law firm and/or in-house counsel with an energy company. Experience in the U.S. power industry involving natural gas procurement or electricity wholesale (preferably both), and renewables experience is a plus.
• Awareness of a wide variety of project development contracts including construction agreements, equipment procurement agreements, operation and maintenance agreements, engineering and consulting services agreements, confidentiality agreements, purchase agreements, and other relevant documentation along with the manner in which corporate entities operate and are organized within the energy industry.
• Experience with legal disputes including litigation, arbitration and other dispute resolution preferred.
• Experience with and a sound understanding of the laws, rules, and regulations that apply to companies operating in the energy sector.
• Some experience or working knowledge of regulatory compliance matters related to FERC, CFTC, NERC, EPA, or ISOs is preferred.
• Experience performing in-house legal counsel work is preferred.

Knowledge/Skills/Ability:

• Sound legal and compliance judgment and ability to work independently
• A self-starter that can independently perform legal research with minimal supervision
• A team player that proactively collaborates with stakeholders across the company while

remaining open to cover any legal or compliance needs required by the CLO or the CCO

• Ability to build trust and respect across the organization including corporate and business unit management
• Self-motivated, results-oriented, with the ability to be responsive and follow through on programs and plans
• Inquisitive nature to identify opportunities for improvement and help find solutions

Certificates And Licenses:

•       Qualified and in good standing to practice law in the State of Texas or the State of New York, other states to be considered on an exception basis.

Computer Skills:

• Proficient use of Microsoft Office programs, including Word, Excel, Outlook, SharePoint and PowerPoint
• Preferred to have experience with Contract Lifecycle Management programs or other legal software such as litera® or Westlaw Next

Physical:

• Typical workday is in an office environment, with normal office temperatures, and noise levels
• Job may require extended sitting at a desk, working on a computer, and use of standard office equipment
• Ability to lift and carry  up to 15 pounds
• Occasional business travel

Other Duties:

Please note this job description is not designed to cover or contain a comprehensive or exhaustive listing of activities, duties or responsibilities that are required of the employee for this job. Duties, responsibilities, and activities may change at any time with or without notice.

Benefits

A benefits summary can be found by clicking on the Osaka Gas USA Benefits Overview.

Do you like what you see? We encourage you to visit the Osaka Gas USA Careers Page to learn more about working at our company.

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