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Melinda Burrows
Deputy General Counsel
- Litigation and
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Energy Service Company

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Vice President And Deputy General Counsel, Corporate Affairs
Refer job# TNNN138116
Vice President and Deputy General Counsel, Corporate Affairs Duties: Preparation and management of the process for the timely filing and distribution of the Company s 10-Ks, 10-Qs, 8-Ks and Section 16 Reports, as well as the Company s proxy disclosure and annual report; Review of all press releases, investor relations materials and updates to the Company website, etc.; Management of all other disclosure matters, including the implementation of new disclosure controls and procedures, the preparation of disclosure committee minutes and legal letters for auditors, Regulation FD training, etc.; Oversight of all legal aspects of the annual stockholder meeting, including preparation of draft scripts, coordination with proxy solicitation firms, analysis of shareholder proposals, analysis of ISS proxy vote recommendations, maintenance of the list of stockholders of record, admission of stockholders, etc.; Management and direction of all legal aspects of securities- and/or financing-related transactions, including the preparation and filing of various registration statements, negotiation of purchase and underwriting agreements, negotiation of registration rights agreements, negotiation of shareholders rights agreements, negotiation of lockup agreements, preparation of Company certificates, etc.; Management of the Company s compliance efforts under the Company s convertible notes indenture and future debt instruments; Assist business development function, including the analysis of legal risks, preparation and maintenance of a business development tracker document, preparation and negotiation of term sheets and transaction documentation, etc.; Assist in the negotiation and preparation of strategically important Company contracts; and Assist with intercompany transactions relevant to Company financing and business development transactions, including product supply chain activities, loans, dividends, distributions, mergers and liquidations, etc. Corporate Governance, Litigation and Human Resources Matters Oversight of public company corporate governance matters to ensure compliance with applicable SEC, NASDAQ and other legal requirements; Preparation and distribution of board materials, including meeting minutes and materials, D&O questionnaires, board and committee questionnaires, committee charters, the code of conduct, independent director compensation policy, insider trading policy, etc.; Oversee and manage external counsel with respect to certain litigation matters; Assist HR and/or Finance with the administration of the Company s equity compensation programs, including the maintenance and update of the Company s blackout list, HSR review, development of forms of award agreements, establishment of 10b5-1 plans, compliance with Rule 144, etc.; Assist in the negotiation and preparation of executive officer employment and severance agreements; Assist with the corporate governance elements of director searches and certain compensation processes, including the filing of registration statements on Form S-8 Risk Management, Entity Maintenance, Subsidiary Governance and Special Projects Assist on enterprise risk management analysis, remediation and related governance and disclosure matters Assist with all insurance-related matters (including the negotiation of the Company s insurance programs and insurance claims processing matters); Maintenance of corporate entity management database and oversight of certain subsidiary governance matters; Oversee company registrations in applicable jurisdictions, including registrations to do business ; and Assist on special projects and other legal and/or compliance matters as directed by the General Counsel from time-to-time. Take a leading role, together with the General Counsel, in creating and implementing systems, processes, procedures and other infrastructure representative of a world class legal and compliance organization; Establish a positive, collaborative and proactive partnership with executive management, our other internal clients and external stakeholders; Advise on corporate administration matters; Report periodically to the General Counsel on project status and participate in Legal and Compliance team meetings; Help manage outside counsel spend and ensure timely invoicing of matters on which they are leading; and Ensure that relevant documents are filed in the Legal Department database/folders.

QUALIFICATIONS: License to practice law in New York; Undergraduate degree and law degree required; Significant professional experience in a large U.S. law firm and/or in-house position at a public pharmaceutical company with significant operations in the United States; Experience working with a contract management system a plus; Strong proficiency in Microsoft Excel, Word, PowerPoint, and Outlook; and Fluent English. Demonstrated ability to advise on business risks; Demonstrated ability to work cross-functionally and collaboratively with US and ex-US colleagues, ideally based upon experience working within a highly matrixed organizational structure; Deep knowledge of U.S. securities laws, NASDAQ regulatory rules and healthcare compliance laws, regulation, and guidelines; Experience analyzing complex issues and delivering pragmatic solutions; An incisive, open-minded, strategic thinker at ease in a flexible and dynamic organization; A sensitive, agile negotiator who can diplomatically and effectively resolve issues; A natural communicator ?? able to present ideas discerningly, articulately, and openly with the ability to effectively influence and marshal buy-in from people at all levels; A positive, approachable hands-on advisor who will make things happen and has the ability to drive through solutions to problems quickly and effectively; An open and persuasive personality with the presence and natural authority to ensure that others turn automatically to the Legal function for advice and guidance; and In addition to first class technical legal skills, the successful candidate will possess strong business acumen and judgement, being able to effectively switch between the roles of legal advisor and business partner.
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