Head of Legal - Capital Markets, M&A, Real Estate, and Corporate Secretary

Welcome to Warner Bros. Discovery… the stuff dreams are made of.

Overview

Discovery Global is seeking a senior legal executive to lead Mergers & Acquisitions, Capital Markets, and Corporate Secretary functions for the company. This role will oversee all corporate governance, securities compliance, public company reporting, and board operations, while also advising on strategic transactions, treasury activities, shareholder engagement, and executive compensation. Additionally, the position will lead sustainability reporting initiatives, including enhancing the company’s environmental and sustainability reporting capabilities, and ensuring compliance with emerging regulatory frameworks in the U.S. and internationally.

The role encompasses responsibility for M&A transactions, joint venture formation, divestitures, and global real estate matters, managing the interconnected and cross-functional nature of these transactions across legal, finance, operations, and corporate strategy. This leader will partner closely with senior executives, the Board of Directors, and key functional stakeholders across treasury, finance, accounting, investor relations, corporate communications, CSR, and legal.

Your Role Accountabilities

• Ensure compliance with all SEC and Nasdaq requirements, including Forms 10-K/10-Q, proxy statements, Forms S-3/S-8, Reg G, Form 8-K, Section 16 Reporting, and other applicable disclosure obligations.

• Partner with technical accounting/SEC reporting, investor relations, and finance teams to ensure accurate, timely, and compliant disclosures.

• Oversee preparation and review of periodic filings, earnings releases, shareholder communications, and proxy statements.

• Collaborate with Corporate Communications on proxy, sustainability reports, and other corporate governance-related messaging.

• Collaborate with Investor Relations on shareholder engagement and outreach strategies

• Advise senior executives and the Board on securities law developments, disclosure trends, and compliance strategies.

• Serve as Secretary to the DG Board of Directors, ensuring effective governance processes and adherence to corporate bylaws and governance guidelines.

• Partner with the CLO to drive effective communication between the Board/Board Chair, CEO, senior management, and Legal on agendas, materials, and presenters.

• Advise the Board and senior management on corporate governance matters, executive compensation, and shareholder engagement strategies.

• Manage annual and special meeting processes, including agenda setting, materials preparation, and minutes.

• Guide the Board through governance and compensation considerations during periods of strategic challenge and transition.

• Lead and manage the legal aspects of mergers, acquisitions, divestitures, joint ventures, and global real estate transactions.

• Navigate the interconnected and cross-functional nature of these transactions, collaborating across legal, finance, tax, HR, technology, operations, and communications teams to achieve optimal outcomes.

• Provide strategic legal support for deal structuring, due diligence, negotiation, execution, and post-closing integration.

• Advise on financing transactions, capital markets offerings, and related disclosure requirements.

• Draft, review, and negotiate transaction documents in partnership with internal and external counsel.

• Provide agile legal advice to the Treasury team as they strategically manage the company’s debt portfolio.

• Support debt issuances, refinancing activities, and capital structure initiatives, ensuring compliance with all applicable laws and contractual obligations.

• Manage DG’s 450 global subsidiaries and joint ventures, including entity creation, dissolution, and rationalization efforts.

• Oversee enterprise-wide initiatives such as the Global Subsidiary Initiative (GSI) and special projects, managing expectations on timing and outcomes.

• Establish and lead DG’s sustainability reporting function, ensuring alignment with global…