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Corporate Governance Attorney/assistant Corporate Secretary
Refer job# ZFLG141352
Corporate Governance Attorney/Assistant Corporate Secretary The candidate will provide counsel on corporate governance matters and legal support for the Office of the Corporate Secretary, Board of Directors and its Committees; provide counsel and legal support for firm's Corporation s Investor Relations and Shareholder Relations functions; provide legal support on general corporate and securities law matters as needed. Will be responsible for the maintenance of firm's Corporation s Corporate Governance Program, including Committee Charters and governance-related policies, and provide ongoing compliance with legal requirements and corporate governance best practices. Serve as secretary for meetings of various boards of directors or committees as determined by the Corporate Secretary, and potentially certain management level risk committees, including preparing meeting minutes and other pre- and post-meeting responsibilities. Responsible for governance issues relating to firm's Corporation s legal structure and work with corporate counsel on corporate organizational and transactional matters, including drafting resolutions and consents for board and shareholder action. Provide legal support for firm's Corporation s Annual Meeting of Shareholders, including assist corporate counsel with the Proxy Statement and Annual Report as needed. Provide counsel for governance issues relating to firm's Corporation s relationships with its shareholders, transfer agent, proxy advisory firms (e.g., ISS and Glass Lewis) and the New York Stock Exchange. Provide legal support for responses to shareholder proposals, including assessment of eligibility and substantive criteria, opposition statements and response strategy. Monitor and report on external governance trends and best practices, and provide legal support to Investor Relations and Shareholder Relations functions, including with respect to institutional and retail shareholder outreach and engagement programs, and registrar and transfer agent matters. Adhere to applicable compliance/operational risk controls in accordance with regulatory standards and policies. Assist in other legal and governance areas as needed, including providing legal support for general corporate and securities law matters.

The candidate should have J.D. degree. Must be Licensed to practice law in New York or other state bar admission (with ability to obtain in-house counsel license in New York). Must have 7+ years of relevant experience. Must have 5+ years of leadership experience. Must have ability to handle multiple tasks, take on new responsibilities and prioritize work in a deadline-intensive environment; experience in leading and facilitating change. Ability to understand and integrate details of business/operational/systemic environment in applying legal and policy requirements is required. Experience as in-house counsel and corporate secretarial support in a public company setting is preferred.

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