General Counsel

Summary

The General Counsel serves as the senior legal executive for HSC, with overall responsibility for legal, governance, compliance, ethics, and risk management activities across the organization. This role acts as a strategic advisor to the CEO, executive leadership team, and the Board of Directors of this joint venture between Corning (80.5%) and Shin-Etsu (19.5%). The General Counsel must ensure that business decisions are informed by sound legal judgment, aligned with corporate policies, regulatory requirements, and the objectives of the company and its parent-shareholders.

Required Mindset

HSC is seeking a General Counsel with an interest in business priorities, governmental policy, and crafting and implementing legal solutions to promote business objectives. While strong legal expertise is essential, simply defaulting to a “risk-elimination” mentality is not sufficient.

What HSC needs is a General Counsel who is willing to move beyond identifying risk and advising against action, offering instead a balanced perspective on risk versus business opportunity. This role requires a strategic, business-oriented leader with the confidence to partner closely with business leaders, developing and executing solutions that effectively mitigate risk while still enabling the organization to achieve its objectives to the fullest extent possible.

Key Responsibilities

Legal Leadership & Strategy

• Provide strategic legal advice to the CEO, executive leadership team, and Board of Directors
• Develop and implement legal strategies aligned with business objectives in a variety of areas including commercial, litigation, regulatory, and governmental policy
• Identify, assess, and mitigate legal and regulatory risks across all operations and legal subject matter
• Maintain strong working relationships with counterparts at the parent-shareholders and then drawing on those resources, as needed
• Function as a member of the Executive Leadership Team and participate in decisions on legal and non-legal matters across the Company
• Closely coordinate with government affairs team to promote the interests of the company in all manners of state and federal affairs that may impact (or advance) the interests of the company and its parent-shareholders

Balanced Stewardship

• Navigates complex decisions with fairness and transparency, safeguarding the interests of the parent-shareholders while enabling the organization to pursue strategic growth.
• Assesses risk, upholds fiduciary responsibilities, and promotes trust by ensuring that decisions respect the rights and interests of the parent-shareholders and the long-term success of the business.

Corporate Governance

• Serve as Corporate Secretary to the Board of Directors for HSC Holdings LLC and other Hemlock subsidiaries
• Oversee corporate governance processes, board materials, document management, delegation of authority and records
• Ensure compliance with applicable corporate laws and governance standards
• Provide governance counsel to the Board of Directors, HSC executives and the individual owners

Ethics, Compliance & Risk Management

• Lead and oversee enterprise-wide ethics and compliance programs
• Ensure adherence to internal policies and regulatory requirements
• Provide guidance on investigations, internal controls, and compliance risks
• Oversee the annual enterprise risk management program

Litigation & Dispute Management

• Oversee all litigation, arbitration, international trade, and dispute resolution matters.
• Manage strategy and engagement with HSC and outside lawyers, e-discovery vendors, etc.
• Coordinate electronic discovery, issuance of legal holds and preservation of records as needed

Commercial, IP & Transactional Support

• Provide legal oversight for contracts, technology, procurement, and commercial transactions
• Support strategic initiatives including partnerships, joint ventures, joint development agreements and investments
• Ensure contract governance and risk allocation standards are maintained

Legal Operations & Department Leadership

• Lead, develop, and manage the legal department (attorneys, legal operations, support staff)
• Responsibility for legal department budget, systems, and vendor relationships
• Drive efficiency, process improvement, and the use of legal technology

Skills and Behaviors

Education Requirements

Required Work Experience

• Minimum 15+ years of legal experience, with increasing responsibility including legal and people management
• A combination of law firm and in-house experience preferred
• Demonstrated experience with the wide array of legal issues facing a large manufacturing company – examples include corporate, commercial, contracts, litigation, IP, employment, international trade, etc.

Physical Requirements