Senior Corporate Counsel, Securities & Assistant Secretary will be responsible for preparing, managing and overseeing legal work on public company filings, corporate governance and corporate books & records as well as assisting on executive compensation, equity plan administration, financing activities and other matters as required. More specifically, s/he will be responsible for, at the direction of the Global General Counsel and Chief Legal Officer or his/her designee, (i) overseeing the Company's compliance with all securities laws and governance requirements, (ii) assisting with the day-to-day operations of the Office of Corporate Secretary, including support for meetings of the board of directors and its committees, including the preparation and distribution of meeting agendas, resolutions, meeting minutes and other Board materials using the Diligent Board Book application, and managing the corporate books and records for the Company, including corporate maintenance of the Company's subsidiaries, and/or (iii) managing the logistics and support for the Annual Meeting of Shareholders and (iv) support for litigation, M&A activity, contracts review and other legal projects, as needed. The Senior Corporate Counsel, Securities and Assistant Secretary role requires extraordinary organizational capabilities, in addition to outstanding technical legal skills in the relevant areas of securities. The successful candidate will possess a minimum of 10 years of experience as a corporate securities attorney with a preference for service as a key member of, or regular securities and governance counsel to, a publicly traded company. Corporate secretarial experience also preferred.
Essential Functions:
Prepare or supervise the filing of Section 16 forms as well as annual proxy statements, and forms 10-K and 10-Q reporting, form 8-K filings, as well as other SEC filings – generally using the W-Desk web-based filing system. Assist with earnings and other press releases.
Oversee the company’ securities matters by providing direct legal services on a broad range of matters within securities and corporate law, including work on '34 Act filings, disclosure matters relative to Regulation FD, Section 16 reporting obligations (including insider securities transaction compliance); securities offerings under the '33 Act, including debt and equity security offerings; financing arrangements such as revolving and term loans and compliance related to such arrangements; equity plan and other executive compensation matters.
Assist with coordinating and managing stock sales, options exercises and other securities transfers for executive officers and directors as well as manage trading window/insider trading policy.
Proactively monitor pertinent legal, regulatory and stock exchange listing changes and trends as they relate to corporate governance for a publicly-traded corporation, especially focusing on the changing environment.
Develop and implement robust procedures and standards of operation for the corporate governance programs and Office of Corporate Secretary; coordinate with other areas of the Company to ensure these procedures and standards are understood and met.
Manage the corporate books and records for the Company, including corporate maintenance of the Company’s subsidiaries and their respective State and other licenses.
Maintain clear and regular communications with senior leaders in the Legal Department and, as appropriate, members of the Board of Directors, other relevant corporate stakeholders, and external constituencies.
Assist with support for litigation, M&A activity, contracts review and other legal projects and department requirements, as needed.
Education:
Doctorate Degree Juris Doctorate (J.D.) degree from a nationally recognized law school. - Required
Bachelors Degree (BA/BS) Admitted to the Bar of at least one state and eligible for admission to the NJ Bar as in-house counsel. - Required
Experience:
10 years or more 10+ years of legal experience as a corporate securities lawyer - Required
5 years or more Experience serving as a key member of, or regular securities and governance counsel to, a publicly traded company. - Preferred
5 years or more Corporate secretarial experience also preferred. - Preferred
Skills:
Must possess excellent legal judgment and business acumen. - Intermediate
Must be able to work comfortably in an intense, fast-paced environment, must be responsive to the needs of the Board of Directors and Senior Management, have a high energy level, be hands-on, and have the judgment/confidence to be able to execute under pressure in a timely way. - Intermediate
Gravitas and excellent communication skills necessary to engender the confidence of the members of Board of Directors. - Intermediate
Must inspire confidence through the strength of his or her intellect, judgment, leadership style, and ability to manage interpersonal relationships at all levels. - Intermediate
Demonstrated ability to work effectively with the highest level of Senior Management, and collaboratively with other corporate functions, including Finance, Compliance, Audit and Investor Relations. - Intermediate
Excellent organizational, project management and technological skills to maintain complex records and systems. - Intermediate
Specialized Knowledge:
Demonstrated deep understanding and knowledge of relevant SEC requirements and stock exchange listing rules. Strong knowledge of NYSE listing and disclosure rules is preferred.
Licenses:
Admitted to the Bar of at least one state and eligible for admission to the NJ Bar as in-house counsel - Upon Hire - Required
