Senior Counsel – Corporate Governance and Securities

Senior Counsel – Corporate Governance and Securities

Requirements

• Juris Doctor (JD) or equivalent law degree from an accredited institution.
• Admission to at least one U.S. state bar or an equivalent legal qualification in another jurisdiction.
• Minimum of 7 years experience in a law firm working in Corporate Governance and/or Securities advising public companies and/or in-house at a public company; in-house experience preferred but not required.
• Must have knowledge of Board and Committee functions and governance documents.
• Ability to work independently while collaborating with SEC reporting, finance, investor relations, communications, compliance, stock administration and HR teams.
• Must have experience preparing, reviewing and working cross-functionally on SEC filings, including ’34 Act and Section 16 filings and proxy statements.
• Experience reviewing and advising on external disclosures, including press releases, earnings releases, and investor communications.
• Deep knowledge of federal securities laws, including the Securities Act of 1933, Exchange Act of 1934, Sarbanes-Oxley and Reg FD.
• Strong understanding of insider trading laws, executive compensation disclosures, and stock plan administration.
• Knowledge of corporate governance trends, issues and emerging hot topics.
• Familiarity with NYSE and other applicable stock exchange regulations strongly recommended.

Responsibilities

• Review and prepare Board and Committee materials, assist with meeting preparation and drafting of minutes.
• Frequent and direct interaction with the Board of Directors and in particular the Corporate Governance and Sustainability Committee.
• Prepare regular updates on corporate governance trends.
• Assistance with preparation of ’34 Act filings, Section 16 and other required SEC filings.
• Provide legal support for the quarterly earnings process.
• Responsible for preparation of proxy statement, and related tasks.
• Planning and execution of Annual Shareholders Meeting.
• Ensure compliance with SEC and NYSE listing requirements and monitor regulatory activity and changes.
• Participation in shareholder communications and engagement process, including with respect to ESG matters.
• Support public company ESG and sustainability reporting efforts.
• Support Treasury activities, including credit facilities, share repurchases, bond deals and other securities offerings.
• Provide legal guidance on executive compensation disclosures and equity compensation programs.
• Administer Rule 10b5-1 trading plans, insider trading policies trading blackout periods and stock plan compliance.
• Manage shareholder relations function, including relationship with transfer agent and maintaining shareholder services records.
• General corporate matters.
• Partner with cross-functional teams on various projects that present securities and/or corporate governance issues.

Preferred Qualifications

No preferred qualifications provided.