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Senior Counsel - Corporate and Securities
Refer job# BDUL136677
Senior Counsel - Corporate and Securities The candidate will help Group s corporate, securities and mergers and acquisition matters, overseeing SEC reporting, advising on securities, corporate governance and SEC disclosure issues, advising on transfer agent and shareholder matters (including annual stockholder meeting), supporting board and committee meeting preparation, advising on executive compensation and equity plan matters, and advising on all legal aspects of mergers and acquisitions, as well as corporate finance and general corporate legal matters. Participation in corporate secretary matters such as shareholder, board and committee meeting support, including preparation of notices of meetings, agendas and other meeting-related materials, resolutions, minutes, and actions by unanimous written consent. Primary responsibility in the preparation and review of Leaf Group s SEC and NYSE filings, including registration statements, Forms 10-K, 10- Q, SD and 8-K, proxy statement, and Section 16 reporting. Participation in corporate governance and related matters, including entity formation and maintenance, annual stockholder meeting matters, shareholder inquiries and proposals, proxy solicitations and filing requirements, detailed knowledge of the duties of officers and directors, "best practices" including SEC and public company governance and disclosure requirements, and general corporate law and contract matters. Advising on and ensuring compliance with securities-related regulatory matters including NYSE listing standards, Regulation FD, insider trading, Sarbanes-Oxley Act, Dodd-Frank Act, executive compensation and stock plan matters, and reviewing general press release and corporate communication disclosures. Advising on corporate finance matters, including capital markets transactions, such as primary and secondary offerings, banking and revolving credit agreements, commercial paper agreements, bond indentures and rating agency matters. Assisting in strategic transactions involving the mergers, acquisitions, divestitures and reorganizations of legal entities, including due diligence analysis, stock and asset purchase agreements, transaction agreements and other corporate documents, and managing the closing process of strategic corporate transactions. Performing advanced legal and factual research on various matters from time to time.

The candidate must have Law degree from an accredited law school and member of CA Bar with ability to meet CA license requirements. Should have 5+ years of relevant top-tier law firm or in-house experience with public company securities, compliance and corporate governance matters. Significant experience with NYSE rules and regulations, '34 Act rules, SEC interpretations and relevant provisions of the Sarbanes-Oxley and Dodd-Frank Acts is required. Experience managing M&A is needed. Familiarity with public company accounting, tax and finance processes, terminology, systems and issues, including a basic knowledge of financial statements, GAAP accounting and tax matters is preferred. Excellent verbal and written communication is must.
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