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General Counsel Consulting

General Counsel
Consulting
provided
exceptional
service in helping
my organization
recruit for a hard
to fill position.
They did extensive
work on the front
end to understand
our needs and
our culture and
began referring
highly qualified
candidates almost
immediately.

Melinda Burrows
Deputy General Counsel
- Litigation and
Compliance, Progress
Energy Service Company
LLC

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Counsel Jobs > Senior Counsel - Corporate Governance, Securities & Executive Compensation Job in Tennessee > Senior Counsel - Corporate Governance, Securities & Executive Compensation

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Senior Counsel - Corporate Governance, Securities & Executive Compensation

Refer job# HQEW145049

Senior Counsel - Corporate Governance, Securities & Executive Compensation Duties: Prepare and review informal disclosure (earnings and other press releases, slides for earnings calls and investor conferences). Prepare, review and file formal disclosure (SEC filings), including: periodic and current reports (Forms 10-K, 10-Q and 8-K), proxy statements, annual reports to stockholders and Section 16 reports (Forms 3, 4 and 5) for directors and executive officers. Lead process for registered offerings, issuances and repurchases of debt securities, including creation and maintenance of due diligence files and assistance with due diligence review. Support and advise Companys Disclosure Committee on disclosure-related and other matters, including preparation and review of meeting materials. Ensure compliance with the Companys governance documents (Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Committee charters), New York state corporate law and New York Stock Exchange governance-related listing standards. Keep abreast of regulatory changes, evolving best practices and changing expectations of shareholders and proxy advisors in the area of corporate governance. Assist in other areas of corporate law (executive compensation, M&A, financing transactions) as needed. Effectively communicate with internal clients and other stakeholders. Discern between business and legal issues. Conduct training on relevant legal issues & concepts. Participate in legal and business meetings. Learn business and industry inside and out. Manage budgets generally less than $500K. Ensure consistent implementation of legal department SOP s. Qualifications: 7 years or equivalent legal experience as practicing attorney in securities compliance and corporate governance areas at law firm serving public company clients (or at public corporation). Legal expertise in ensuring public company compliance with 1933 Securities Act registration obligations and 1934 Securities Exchange Act reporting obligations. Experience advising public companies on public disclosure and the governance aspects of the Sarbanes-Oxley Act and Dodd-Frank Act, related SEC rules, and the NYSE corporate governance listing standards. Strong legal research skills. Excellent written and oral communication skills. Highly organized, detail-oriented and able to manage and think analytically about projects. Customer-focused and service-oriented. Proactive and able to function effectively in environment of rapidly changing demands. Sound judgment and decision-making capability. Capable of performing responsibilities within specified deadlines and handling multiple priorities. Demonstrated ability to work independently with minimal supervision.

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