General Counsel & Corporate Secretary

Automatic Data Processing, Inc.; Frederick (MD); Hybrid; USD 250,000 - 350,000; Full time

Benefits offered by this job

Hybrid work environment

Board exposure to leadership

Job summary

Carey seeks a General Counsel & Corporate Secretary to lead the company’s legal function from its Frederick, MD headquarters. This senior role reports to the Executive Chairman and Board, overseeing litigation, contracting, governance, and risk management in a complex regulatory environment.

The successful candidate will provide strategic legal guidance, manage outside counsel, and ensure effective corporate transactions while maintaining compliance and operational integrity across the

Qualifications

• Juris Doctor from an accredited law school.
• Active license to practice law in at least one US jurisdiction, with in-house capability.

Responsibilities

• Oversee litigation strategy, budgeting, and settlements with outside counsel.
• Own commercial templates, negotiation playbook, and escalation for agreements including data protection terms.
• Provide legal oversight of operating authority across regulatory regimes and large-event planning.
• Manage insurance program, broker relationships, and annual renewal analysis.
• Lead lender and finance support, including review of credit and security documents.
• Act as Corporate Secretary, maintaining corporate records and governance documents.
• Support corporate transactions, diligence, and post-signing integration.
• Provide employment law support, privilege, and risk mitigation with the executive team.
• Manage outside counsel panel, spend, and invoicing under the legal expense policy.

Skills

Legal leadership

Commercial judgment

Regulatory expertise

Contract negotiation

Policy development

Board communications

Education

Juris Doctor (JD)

Job description

If you are unable to complete this application due to a disability, contact this employer to ask for an accommodation or an alternative application process.

General Counsel & Corporate Secretary

Full Time Senior Management Frederick, MD, US

3 days ago Requisition ID: 1065

POSITION SUMMARY

The General Counsel and Corporate Secretary is Carey's chief legal officer, reporting to the Executive Chairman with a standing reporting line to the Board on legal risk and exposure. The role provides licensed legal judgment and privilege across litigation, commercial contracting, regulatory and operating authority, insurance and risk, lender and finance matters, corporate governance, and corporate transactions. It directs Legal Operations and a panel of outside firms, manages outside legal spend against a budget, and serves as Corporate Secretary to the company and its subsidiaries. The primary duty is management of the company's legal function and the exercise of independent legal judgment on matters of significance to the business. The role builds documented legal process so that the function continues without interruption in the General Counsel's absence.

ESSENTIAL FUNCTIONS AND KEY RESPONSIBILITIES

Litigation and Dispute Oversight

• Own strategy, forum, counsel selection, scope, budget, and settlement posture for all litigation, arbitration, and disputes, with outside counsel executing.
• Assess liability on every demand, claim, notice, and threatened action, and assign each open matter a named internal owner and, where required, a named firm.
• Maintain a standing legal exposure schedule with financial ranges, reviewed monthly with the Chief Financial Officer.
• Report settlement exposure to the Executive Chairman and the Board proactively.
• Deliver a monthly litigation status report by the twelfth of each month covering forum, counsel, status, next steps, and outside counsel invoices for each matter.

Commercial Contracting

• Own the approved commercial template set, negotiation playbook, fallback positions, signature matrix, and escalation triggers that route work between Legal Operations and the General Counsel.
• Negotiate directly on agreements carrying insurance minimums, indemnity, data protection, or exclusivity terms.
• Own vendor breach, cure, non-renewal, and termination mechanics, including handover, knowledge transfer, and payment-withholding provisions.
• Own the franchise and alliance agreement template, agreement integrity, and any partner dispute or termination that becomes a legal matter.

Regulatory and Operating Authority

• Provide legal oversight of operating authority across state public utilities commission, federal motor carrier, municipal for-hire, and airport authority regimes, serving as the escalation path for filings managed by field operations.
• Own legal judgment, disputes, and enforcement matters under those regimes, including exemption filings and enforcement exposure tied to large-event operations.
• Plan and manage the recurring large-event regulatory workstream ahead of each event cycle.
• Document and maintain the company's written positions on commercial motor vehicle classification and the chauffeur engagement model, with the exposure attached to each.

Insurance and Risk Program

• Own the company's insurance program end to end in partnership with the Chief Financial Officer, including structure and adequacy across primary and excess auto liability and the annual renewal analysis.
• Manage broker and carrier relationships, including renewal negotiation, carrier viability assessment, and collateral posting and release across current and prior carriers.
• Own contractual insurance obligations and resolve gaps between client master-agreement insurance minimums and the company's coverage.
• Oversee certificate issuance on exception, loss runs, reserve tracking, and the interface between claims experience and program design.
• Own the tender and notice path and coverage disputes for auto and workers' compensation claims administered by Legal Operations and panel counsel.

Lender and Finance Support

• Review and negotiate credit and security documents, covenant language, waivers, amendments, consents, and subordination arrangements.
• Support the Chief Financial Officer on reporting obligations under the company's lending arrangements.

Corporate Governance and Corporate Secretary

• Serve as Corporate Secretary to the company and its subsidiaries, preparing Board and committee consents and resolutions, including financing authorizations.
• Maintain the company's legal entities, including corporate records, annual reports, registered-agent renewals, qualifications, formations, and dissolutions.
• Maintain the corporate record set, including facilities and franchise-partner schedules requested by counterparties and lenders.

Corporate Transactions

• Provide legal support to the transformation program and corporate transactions, including entity work, commercial structure, and partner and vendor arrangements.
• Lead counterparty due diligence and vetting, buy-side and sell-side diligence, disclosure posture, and definitive documents on time-sensitive, executive-facing timelines.

Employment Legal Support

• Serve as legal backstop to the Chief People Officer on employment matters, covering privilege, litigation posture, settlement structure, exposure quantification, and reduction-in-force and notification analysis.

Outside Counsel and Legal Spend

• Own the outside counsel panel, rate cards, engagement letters, and matter budgets, and decide on firm consolidation or replacement.
• Approve all outside counsel invoices as a named financial control under the legal expense management policy.
• Forecast outside legal spend monthly, report variance, and prepare the annual legal and risk budget by workstream.
• Document legal processes, routing rules, and escalation frameworks so the function operates without interruption in the General Counsel's absence.

Additional Duties

This role may also perform other duties that are not essential to the position and may be reassigned as reasonable accommodation.

SUPERVISORY RESPONSIBILITIES

Directly supervises the Director, Legal Operations. Selects, directs, and manages the outside counsel panel, alternative legal providers, and the insurance broker relationship.

MINIMUM QUALIFICATIONS

Education:Juris Doctor from an accredited law school.

License:Active license in good standing to practice law in at least one United States jurisdiction, with the ability to register as in-house counsel where required.

Experience:Ten or more years of post-qualification legal experience, including at least four years in-house at or near the head of a legal function.

Practice Breadth:Generalist commercial experience across commercial contracting, employment, regulatory, corporate governance, and litigation management.

Leadership:Experience as the sole or most senior lawyer in an organization, including selecting, scoping, budgeting, and replacing outside counsel and building legal process where none existed.

Insurance:Substantive ownership of, or deep partnership on, a commercial insurance program.

Preferred Qualifications

• Experience in regulated transportation, logistics, mobility, hospitality, or multi-site services; regulated ground transportation preferred.
• Experience supporting a company through a lender workout, forbearance, covenant default, or restructuring.
• Franchise or licensed-partner network experience.
• California employment and wage and hour experience, and state public utilities commission practice.
• Corporate transaction experience, including diligence, disclosure, and integration.
• Corporate Secretary experience across a multi-entity structure.

KNOWLEDGE, SKILLS, AND COMPETENCIES

• Commercial judgment: identifies and quantifies legal risk and recommends a clear course of action.
• Financial ownership of legal and insurance spend, including budgeting and variance reporting.
• Independent analysis of technical and data disputes, working with internal technical experts.
• Knowledge of ground transportation regulatory regimes, commercial insurance programs, and credit and security documentation.
• Fluent use of modern legal research and drafting tools, including AI-assisted research and drafting.
• Clear, concise written and verbal communication with executives, the Board, and counterparties.

ATTRIBUTES AND CHARACTERISTICS

• Disciplined: issues no terms, contracts, or positions to a counterparty before the business owner has approved them.
• Forthright: raises adverse developments early and unprompted, with the exposure quantified.
• Process-minded: documents process so that work continues in the General Counsel's absence.
• Composed: responsive, plain-spoken, and civil under pressure with colleagues and counterparties.
• Confident: offers a view on risk and exposure in the boardroom without being asked.

PRIMARY CONTACTS

Internal:Executive Chairman, Board of Directors, Chief Financial Officer, Chief People Officer, Chief Operating Officer, Chief Information Officer, Director, Legal Operations.

External:Outside counsel, insurance broker and carriers, lenders, regulators and airport authorities, clients, partners, and vendors.

WORK ENVIRONMENT AND PHYSICAL REQUIREMENTS

Carey provides reasonable accommodation to enable qualified individuals with disabilities to perform the essential functions of this role.

Work environment:Hybrid, based at Frederick, MD headquarters, with regular travel to major operating markets

Schedule structure:Full-time, with availability for time-sensitive executive, Board, and transaction matters

Physical Requirements

Sitting or standing for extended periods:Frequent sitting

Computer and keyboard use:Constant

Communicating verbally with colleagues, the Board, and counterparties:Constant

Lifting and carrying:up to 10 lbs, occasional

Travel:Regular; able to travel by air and ground, including overnight trips

EQUAL EMPLOYMENT OPPORTUNITY

Carey is an Equal Opportunity Employer. We provide equal employment opportunities to all employees and applicants without regard to race, color, religion, sex (including pregnancy, sexual orientation, and gender identity), national origin, age, disability, genetic information, veteran status, or any other status protected by applicable law.