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Position Overview

We are hiring ahighly skilledanddetail-oriented SeniorCounsel to provide strategicandcomprehensivelegal counsel for FUJIFILM Holdings America Corporation and its ink and chemicals businesses. Reporting to the Division General Counsel, Electronics, M&A & Assistant Secretary, theSeniorCounselwill be responsible for handling corporate and transactional matters for FUJIFILM Holdings America Corporation and its subsidiaries,as well asall legal affairs relating to theink and chemicals businesses.Keyresponsibilities includehandlingthelegal lifecycle of deals,ensuring compliance withmultinational filing and disclosure mandates, and advising on mergers, acquisitions, divestitures, corporate reorganizations, equity investments, corporate governance, dissolutions, joint ventures, strategic partnerships, and a broad range of other general corporate matters.

This role requires deep expertise in corporate law, state corporate secretarial filings,extensive andexceptional transactional experience, and strong analytical,drafting, research, and negotiation skills. The right candidateisexcited tojoina growing company with a diverse portfolio ofelectronics and materialsmanufacturingbusinesses.This attorneywill workbothindependently and collaborativelyandserve as areliableand excellentlegaladvisorand valued business partner forFUJIFILM Holdings America Corporationand itssubsidiaries.Please submit a cover letter and resume detailing your interest and relevantdealexpertise.Applicants under serious consideration will be asked to submit a list oftwosupervisor references.

Our ideal candidate should reside on the East Coast.

Company Overview

At FUJIFILM Holdings America Corporation, we're redefining innovation across the industries we touch-from healthcare and photography to semiconductors and data storage. With roots in photosensitive materials and a legacy of groundbreaking technology, we now lead 23 diverse affiliate businesses across the Americas.

We're looking for mission-driven talents eager to join us to help create, market, and support a vast portfolio of products. At Fujifilm you'll have the opportunity to explore and grow your skills in new, exciting ways. Whether you're shaping tomorrow's tech or redefining today's processes, we'll provide a flexible work environment and dynamic culture where innovation thrives.

Our Americas HQ is nestled in Valhalla, New York, a charming town known for its excellent schools, beautiful parks, and easy access to the vibrancy of New York City.

Fujifilm is globally headquartered in Tokyo with over 70,000 employees across four key business segments of healthcare, electronics, business innovation, and imaging. We are guided and united by our Group Purpose of "giving our world more smiles." Visit: https://www.fujifilm.com/us/en/about/region/careers

Job Description

Responsibilities

+ Draft,negotiate, and handlea variety ofstrategic and complexcorporatetransaction documents, contracts, and legal memos,and develop standard-form agreements, templates, playbooks, and checklists,including but not limited to: confidentiality andnon-disclosure agreements,lettersof intent,lettersof interest,memorandaofunderstanding,exclusivity agreements, duediligencerequest lists, process letters, non-binding offers, issue lists, stock purchase agreements, disclosure schedules, transition services agreements, intellectual property assignment agreements,technology transfer agreements, asset purchase agreements,billsof sale, assignment and assumption agreements, manufacturing supply agreements, merger agreements,term sheets, shareholder agreements, voting agreements, intra-company service agreements, joint venture agreements,jointdevelopment agreements,IP license agreements, RSU/optionplan assumptions, executive employment contracts,credit agreements, commitment letters,loan agreements, promissory notes, closing checklists, subscription agreements, investors' rights agreements, equity agreements, financing agreements and security documents,secondmentagreements,andemployment/retention agreements related to transactions.

+ Draft shareholder and board resolutions, meeting minutes, consents,officers' certificates, secretaries' certificates, stock powers, LLC operating agreements, partnership agreements,plansof merger,certificatesof merger, andbylawamendments forU.S. legal entities, ensuring compliance with applicable corporate governance requirements.

+ Handle and advise onallaspectsof M&A transactions including deal evaluation,multiple jurisdictionaldue diligenceinvestigationsand reporting,structuring, negotiation, documentation, and closing. Provide guidance onregulatory complianceincluding antitrust/competition laws, Committee on Foreign Investment in the United States (CFIUS) and Hart-Scott-Rodino (HSR) filings, securities laws, and industry-specific regulations. Areas of expertiseincludeentity formation, general corporate matters, mergers, acquisitions, divestitures, equity investments, dissolutions, bankruptcy, spin-offs, carve-out transactions, stranded cost analysis, strategic equity partnerships, private equity and venture capital transactions, cross-border and international transactions involving multiple jurisdictions, and real estate transactions ancillary to M&A deals. Structure and advise on earn-out and escrow mechanisms, and other strategic corporate transactions and reorganizations.

+ Oversee or handlethe preparation and timely filing of all required annual and periodic corporate reports with Secretaries of State across all 50 U.S. states where the company is qualified to do business. Ensure compliance with Canadian regulations, including the filing of Annual Returns under the Canada Business Corporations Act (CBCA).Prepare and maintain accurate and complete corporate records for domestic and international legal entities in compliance with applicable corporate governance requirements.

+ Oversee or handlenew mandated filings, including Individuals with Significant Control (ISC) registers in Canada and Corporate Transparency Act (CTA) reports in the U.S.Draft and manage board resolutions, meeting minutes, and written consents for both parent and subsidiary boards to maintain corporate governance compliance.Develop and implement best practices and templates for transaction documentation and due diligence processes.

+ Provide day-to-day legal advice and support for various domestic and cross-border corporate transactions, contracts, compliance, and operational matters impacting FUJIFILM's ink and chemicals subsidiaries.

+ Draft, review, negotiate, and manage a broad spectrum of strategic commercial agreements forink and chemicals manufacturingbusinesses, including but not limited to: partnership and joint venture agreements, joint development agreements,IP ortechnology licensing agreements, master services agreements, facilities and logistics services agreements, real estate leases and contracts, non-disclosure agreements, purchase orders,andconsultant agreements. Ensure these contracts align with internal policies and applicable laws.

+ Develop, refine, and implement best practices, process improvements, templates, and checklists for transaction documentation,d...

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