Senior Legal Counsel

**Start Date: ASAP**

**Location: Singapore or Vietnam**

BECIS is a leading Energy as a Service (EaaS) provider to high-quality commercial and industrial customers. With the EaaS model, BECIS develops, constructs, operates and owns distributed energy solutions. This reduces the risk and complexity for our customers whilst achieving their key objectives of sustainability, increased cost efficiency and resilience of their energy infrastructure, all with no requirement for capital investment.

**Job description**:
The role will include, but not be limited to, the following activities and responsibilities for various countries in South-East Asia including Singapore and Vietnam, and China:
**General Transaction Support**

Support General Counsel and country managers and country team on all matters in the negotiation and delivery of M&A, projects and financing, including (but not limited to):
**M&A**
- Responsible and lead for legal due diligence, legal structuring and legal documentation (term sheets, MoUs, SPAs, SHAs, JV Agreements ), signing and closing processes for any mergers and acquisitions and/or joint ventures or other partnerships
- Works together with deal team in negotiations with counterparties and relationship management
- Responsible for advising on regulatory approvals and any listing processes
- Responsible for ensuring ongoing monitoring and compliance with documentary obligations (in collaboration with responsible finance and other colleagues)
- Advising on new market entry for BECIS in relevant countries in SEA, understanding and on regulatory and contractual structures on the basis of local advice and setting up appropriate structures for entry

**Projects**
- Managing in-country legal teams in reviewing and executing strategic and project documentation for distributed energy solutions for C&I customers (including power purchase agreements, engineering, procurement and construction contracts, O&M contracts)
- Advising on regulations in the energy sector, and related regulations along with local counsel/in-country teams as relevant
- Liaising with ESG manager to assist on legal issues and to ensure alignment of ESG policies and requirements in legal documents
- Ensuring country team liaises with and manages relationships with local governmental and regulatory authorities and bodies (along with other responsible BECIS colleagues)
- Advising on applicable laws and regulations with support from external/internal in-country teams

**Finance (Debt and/or Equity)**
- Support for legal due diligence, legal structuring and documentation (project finance documentation, SPAs, SSAs, SHA’s etc.), signing and closing processes for any debt or equity fund-raise, strategic mergers and acquisitions
- Works together with deal team in negotiations with counterparties and relationship management
- Responsible for ensuring ongoing monitoring and compliance with document obligations (in collaboration with responsible finance and other colleagues)

**General Corporate Counsel Support**

Assist with general day-to-day corporate counsel support matters, including assistance

with:

- employment and service provider arrangements and contracting
- immigration and other employment matters
- engagements and mandates
- confidentiality and data protection
- trademarks and copyright
- compliance with group policies and procedures and ensuring BECIS standards are consistently applied
- lease and services agreements
- setting up and managing contract and work-flow processes
- managing disputes and

**Managing and liaison with Company Secretaries**

Manage and liaise with outsourced Corporate Secretary for the various regional investments and holding companies as required including the following:

- Managing local investment structures and assisting in incorporation of tax efficient structures;
- Ensuring all corporate approvals (board, commissioners and shareholders’ resolutions

and corporate certificates) for all corporate matters for all country entities;
- carrying out ad-hoc regulatory and managing the preparation of forms and filings such as increase and allotment of authorised share capital, change of address in coordination with the admin team;
- Ensuring periodic board meetings in various countries, taking minutes as required;
- Ensuring all corporate filings, record-keeping and KYC for all country entities; and
- Ensuring any applicable regulatory reporting is carried

**Corporate Governance**

Ensuring good corporate governance in country by:

- Ensuring ongoing compliance and reporting with local debt documents, project documents and shareholder and investment agreements;
- Implementing Anti-Bribery, Anti-Money Laundering and Anti-Corruption policies and procedures and provision of training on same;
- Assisting with ‘KYC’ procedures;
- Briefing BECIS legal team on compliance and governance matters and assisting them to prepare compliance reports for relevant SE Asian countries; and
- Managing local permi