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Corporate Counsel - Securities
Refer job# TFTM136791
Corporate Counsel - Securities The candidate will be ensuring ongoing company compliance with all applicable filings with U.S. Securities and Exchange and NYSE, including periodic filings, proxy statements and Section 16 reporting; Supporting the General Counsel and Corporate Secretary with Board of Directors matters including preparing meeting materials, minutes, consents, resolutions and certificates, charters and policies. Will be working closely with business group leaders to structure and negotiate business transactions, and strategic business development initiatives; Providing support for other securities law and corporate governance matters, including but not limited to: Rosetta Stone s insider trading policy, regulation FD compliance, code of ethics and business conduct, enterprise risk assessments, SOX, FCPA and antitrust; Providing support with respect to securities offerings and preparing related documents; Providing support with corporate finance transactions such as credit facilities, public debt offerings, and commercial paper; Providing support with executive compensation and equity compensation disclosure/administration. Will be providing support with earnings releases, analyst and investor conferences, disclosure issues and shareholder proposals; Providing support with corporate governance matters and global entity management. Will be coordinating work and advising with outside counsel and internal clients while effectively managing outside counsel work product and costs. Will be reporting to the General Counsel, you will need to bring an innovative approach to solving complex matters. Will take initiative to partner with Finance and Accounting leaders to ensure timely filings of 10K, 10Q and compensation reports, while developing strong advisory partnerships with all of your client groups. Will be responsible for regularly supporting the Board of Directors, attending meetings, taking minutes and discussing resolutions. You will take responsibility of Regulatory Compliance initiatives, you work with Investor Relations, Compensation, Finance and Accounting on NYSE and Securities filings. You enjoy being held accountable for your work and hold others to a high standard as well.

The candidate should have excellent at learning on the fly and comfortable working in a fast-paced work environment. Should be comfortable working with a wide variety of departments and personalities. Should have 8-15 years of relevant experience gained within a national law firm and in-house legal department. J.D. degree and current bar membership in good standing. With a degree from a top university. Should have experience with 33 Act and 34 Act filings, including Forms 10-K, 10-Q and 8-K, and working with Finance team members and independent auditors on such filings. Experienced in Compliance with US securities law and NYSE requirements, including advising on compliance and Regulations; Experienced at partnering with Business Leaders to develop business strategy. Experience working on corporate governance matters and exposure to working with Board of Directors strongly preferred.
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