Director, Corporate Transactions Counsel

MSD; Rahway (NJ); Hybrid; USD 210,000 - 331,000; Full time

Job summary

Merck & Co., Inc. in Rahway, NJ seeks a Legal Counsel for Corporate Transactions to provide strategic legal counsel and transaction support across complex business development and corporate transactions, including public and private M&A, divestitures, JVs, collaborations, and licensing arrangements.

The role partners with business leaders through structuring, due diligence, negotiation, execution and closing, with hybrid work and travel as needed.

Qualifications

• JD from a U.S. law school and bar membership in good standing.
• Minimum four years of transactional legal experience.
• Experience drafting and negotiating sophisticated transactional agreements.

Responsibilities

• Partner with business development and licensing colleagues and senior management on complex transactions across divisions.
• Provide strategic advice on transaction structure, negotiations, and risk.
• Lead or support structuring, due diligence, negotiation and documentation of M&A, divestitures, JVs, licensing and collaborations.
• Identify and communicate material legal and business risks and mitigation strategies.
• Coordinate with internal stakeholders and external advisers to manage plans, timelines and closing.
• Advise on corporate, securities, antitrust, and related laws; coordinate with SMEs.
• Manage outside counsel and monitor costs as appropriate.
• Prepare concise executive communications on status, risks and actions.
• Provide guidance to paralegals and legal staff; develop leadership skills.
• Ensure advice aligns with law, policy, and ethical standards.
• Some domestic and international travel may be required.

Skills

M&A Transactions

Negotiation

Regulatory Compliance

Legal Risk Analysis

Cross-functional Collaboration

Leadership

Education

Juris Doctor degree

Bar admission in US (state/DC)

Tools

Legal technology tools

Job description

The Legal Counsel, Corporate Transactions will provide strategic legal counsel and transaction support for a broad range of complex business development and corporate transactions, including public and private mergers and acquisitions, divestitures, joint ventures, research, development and commercial collaborations, corporate licensing arrangements, and other strategic transactions. The attorney will partner closely with business and functional leaders throughout the transaction lifecycle, from initial structuring and due diligence through negotiation, execution, and closing.

Responsibilities

• Partner closely with business development and licensing colleagues, senior management and cross-functional teams on complex transactions involving the Company’s Corporate, Research & Development, Human Health, Manufacturing and Animal Health divisions, appropriately balancing business objectives, execution considerations, and legal risk
• Provide practical, strategic, and solutions-oriented legal advice regarding transaction structure, negotiation strategy, execution risk and post-signing considerations
• Lead or support the structuring, due diligence, negotiation and documentation of sophisticated M&A, divestitures, joint ventures, licensing arrangements, collaborations, manufacturing, supply and procurement agreements, technology (including AI) and other strategic transactions
• Identify, evaluate, and clearly communicate material legal and business risks and decision points, exercise sound judgment, and work collaboratively with business partners and subject-matter experts to develop practical mitigation strategies and drive timely decisions
• Coordinate effectively with internal stakeholders and external advisers to establish transaction plans, manage workstreams and timelines, and drive matters toward execution and closing
• Advise on applicable corporate, securities, antitrust and other laws and regulations affecting transactions, in coordination with relevant legal subject-matter experts
• Manage outside counsel, including defining scope, coordinating work and monitoring costs, as appropriate
• Prepare and deliver concise, executive-ready communications regarding transaction status, key risks, decision points, and recommended courses of action
• Provide guidance and oversight to paralegals and other legal support professionals, with opportunities to develop people-management and leadership skills
• Provide legal advice and guidance consistent with applicable law, Company policy, and high ethical standards
• Some domestic and international travel may be required

Reporting and Work Arrangement

• Reports to AVP, Corporate Transactions Legal
• Hybrid work arrangement, with a minimum of three days per week in the Company’s Rahway, NJ office, subject to Company policy

Required Experience and Skills

• Undergraduate degree from an accredited institution
• Juris Doctor degree from an accredited U.S. law school and active membership in good standing in the bar of at least one U.S. state or the District of Columbia, with the ability to satisfy applicable New Jersey in-house counsel registration requirements
• A minimum of four (4) years of relevant transactional legal experience in a law firm, corporate legal department, or related setting
• Demonstrated experience drafting and negotiating sophisticated transactional agreements and managing related legal workstreams
• Excellent teamwork, written and oral communication, and analytical skills, together with sound judgment and a high degree of business acumen
• Demonstrated ability to manage multiple complex transactions and competing priorities, coordinate cross-functional workstreams, and deliver high-quality work under demanding timelines
• Proactive, collaborative, and intellectually curious, with a high level of initiative, self-motivation, and attention to detail
• Ability to distill complex legal and business issues into clear, practical advice and recommendations for business leaders and senior management
• Familiarity with, or demonstrated interest in using, Company-approved artificial intelligence and other legal technology tools to enhance the quality and efficiency of legal work, with appropriate attention to confidentiality, data protection, verification of outputs and human oversight

Preferred Experience and Skills

• Experience independently managing significant components of complex business development, licensing, or M&A transactions in the pharmaceutical, biotechnology, life sciences, or another highly regulated industry
• Experience advising business leaders and senior management regarding legal, commercial, and transaction-execution risks
• Ability to operate effectively in ambiguous, fast-moving circumstances and develop practical solutions where established precedents or processes may not exist
• Strong project-management skills, including experience coordinating legal due diligence and multidisciplinary transaction workstreams, managing dependencies and driving timely decision-making

OGC2026

Required Skills

• Business Acumen, Business Acumen, Business Consulting Services, Business Decisions, Business Development, Client-Focused, Client Service, Confidentiality, Contract Administration, Contract Processing, Contracts Analysis, Corporate Governance, Deal Strategy, Enterprise Leadership, Ethical Standards, Executive Leadership, Financial Acumen, Legal Documents Preparation, Legal Research, Legal Services, Legal Technology, Litigation Management, Management Consulting, Merger and Acquisition (M&A) Advisory, Negotiation {+ 7 more}

Preferred Skills

• Mergers and Acquisitions (M&A)

US and Puerto Rico Residents Only

Our company is committed to inclusion, ensuring that candidates can engage in a hiring process that exhibits their true capabilities.

Equal Employment Opportunity Employer

As an Equal Employment Opportunity Employer, we provide equal opportunities to all employees and applicants for employment and prohibit discrimination on the basis of race, color, age, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, disability status, or other applicable legally protected characteristics. As a federal contractor, we comply with all affirmative action requirements for protected veterans and individuals with disabilities. For more information about personal rights under the U.S. Equal Opportunity Employment laws, visit:

EEOC Know Your Rights

EEOC GINA Supplement

We are proud to be a company that embraces the value of bringing together, talented, and committed people with diverse experiences, perspectives, skills and backgrounds. The fastest way to breakthrough innovation is when people with diverse ideas, broad experiences, backgrounds, and skills come together in an inclusive environment. We encourage our colleagues to respectfully challenge one another’s thinking and approach problems collectively.

Learn more about your rights, including under California, Colorado and other US State Acts

The salary range for this role is $210,400.00 - $331,100.00

This is the lowest to highest salary we in good faith believe we would pay for this role at the time of this posting. An employee’s position within the salary range will be based on several factors including, but not limited to relevant education, qualifications, certifications, experience, skills, geographic location, government requirements, and business or organizational needs.

The successful candidate will be eligible for annual bonus and long-term incentive, if applicable.

We offer a comprehensive package of benefits. Available benefits include medical, dental, vision healthcare and other insurance benefits (for employee and family), retirement benefits, including 401(k), paid holidays, vacation, and compassionate and sick days. More information about benefits is available at https://jobs.merck.com/us/en/compensation-and-benefits.

San Francisco Residents Only: We will consider qualified applicants with arrest and conviction records for employment in compliance with the San Francisco Fair Chance Ordinance

Los Angeles Residents Only: We will consider for employment all qualified applicants, including those with criminal histories, in a manner consistent with the requirements of applicable state and local laws, including the City of Los Angeles’ Fair Chance Initiative for Hiring Ordinance

Search Firm Representatives Please Read Carefully

Merck & Co., Inc., Rahway, NJ, USA, also known as Merck Sharp & Dohme LLC, Rahway, NJ, USA, does not accept unsolicited assistance from search firms for employment opportunities. All CVs / resumes submitted by search firms to any employee at our company without a valid written search agreement in place for this position will be deemed the sole property of our company. No fee will be paid in the event a candidate is hired by our company as a result of an agency referral where no pre-existing agreement is in place. Where agency agreements are in place, introductions are position specific. Please, no phone calls or emails.

Employee Status: Regular

Relocation: No relocation

VISA Sponsorship: No

Travel Requirements: 10%

Flexible Work Arrangements: Hybrid

Shift: 1st - Day

Valid Driving License: No

Hazardous Material(s): N/A

Job Posting End Date: 10/21/2026*A job posting is effective until 11:59:59PM on the day BEFORE the listed job posting end date. Please ensure you apply to a job posting no later than the day BEFORE the job posting end date.