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Senior Counsel And Assistant Corporate Secretary
Refer job# VXZL136797
Senior Counsel and Assistant Corporate Secretary The candidate will develop Board and Committee agendas, assist in preparation of Board and Committee materials. Will attend and create record of all Board and Committee meetings. Responsible for ensuring Board materials are prepared and disseminated in a timely fashion to Board members. Responsible for payment of Board members fees, retainers and expenses. Review and revise Committee charters and Corporate Governance guidelines based on changes in law/practice and submit for Committee approval on annual basis. SEC/NYSE and securities law matters. Prepare all necessary NYSE filings including reporting of shares on a quarterly basis, maintaining filings of officers/directors and Committee members, preparation of listing applications as needed. Prepare SEC filings including review of quarterly / annual reports, drafting of current reports as necessary, draft and file proxy statement and Section 16 filings for officers and directors. Organize and handle annual meeting of stockholders. Participate in and perform securities law work for any public offering of debt or equity, merger or acquisition contemplated by the Company. Participate in any financing arrangement of the Company including entry into new credit facilities, etc. Prepare annual officer and director questionnaires; perform independence analysis under SEC/NYSE rules. Maintain equity plans and other compensation arrangements including change-in-control agreements, long-term incentive plans and related grant agreements. Review securities laws changes to ensure adequate disclosure in annual/quarterly reports and proxy statement. Corporate governance matters and subsidiary matters. Periodically review corporate governance issues and keep Board informed of shareholder concerns, ISS/Glass Lewis views on corporate governance issues. Maintain Company articles/bylaws, indemnification agreements to ensure up to date with recent law changes, etc. Assist marketing, operations and tax in structuring efforts internationally including formation of new foreign subsidiaries, branches or joint ventures. Maintain corporate subsidiaries including annual / special meetings, annual accounts, officer and director elections and transactional minutes/consents as necessary. Prepare and file all annual filings for states in which subsidiaries are incorporated, and those in which we are qualified to do business as well as foreign location filings. Dissolve unnecessary subsidiaries, streamline reporting when possible. JD degree from an accredited law school with transactional sand securities law experience is required. Should preferably have in house and in private practice of 10+ years of experience. Proficient in Microsoft Office product is needed. Exepertise in securities laws and corporate law is essential.
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