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Chief Securities Counsel
Refer job# NPCD147778
Chief Securities Counsel (43965) Duties: Serve as primary contact for securities and financial reporting, including quarterly and annual SEC reports; drafting, formatting, uploading and filing of periodic reports filed with the SEC; responses to SEC comment letters; prepare and file Section 16 filings for directors and officers; work with Corporate Secretarys office to coordinate proxy statement drafting and distribution, proxy solicitation, and annual stockholders meeting; draft and monitor compliance with Regulation Fair Disclosure policy. Serve as primary contact for legal review of quarterly earnings releases and tables; quarterly earnings call scripts and presentations; investor presentations and investor meeting materials; support for quarterly earnings calls; chair quarterly disclosure committee meetings and submit report to Audit Committee. Serve as primary legal contact for treasury group and outside counsel in senior credit facility amendments, high yield note offerings, all asset-backed note offerings and local term loans, credit facilities and capital leases; draft and review all offering memoranda, indentures, notes, guarantees, purchase agreements, credit agreements, guarantees, loan agreements, lease agreements, opinions and relevant documents needed for transactions; conduct due diligence and prepare responses; provide advice on compliance with credit agreement and indenture covenants; support Treasury team with derivative transactions, ISDA agreements and protocols, and end-user certifications to CFTC. Creation and maintenance of companys corporate structure, incl. drafting of corporate formation and governance documents, corporate entity restructuring, appointment of officers and directors, and maintenance of organizational records; support M&A team with incorporation of new entities, or amended organizational documents, board members and officers for acquired subsidiaries. Intercompany Loan, Guarantees and Cash Movement: Provide legal support to facilitate loans, dividends, distributions and other cash movement between domestic and international entities. Confirm compliance with financial and other covenants in companys debt documents. Provide legal guidance concerning company share repurchases; coordinate drafting and execution of share repurchase plan with broker. Serve as primary contact for outside auditors to certify litigation reserve reporting and material changes; coordinate periodic legal audit letters. Coordinate with former affiliate companies and outside legal counsel on former affiliates litigation, litigation strategy, discovery and settlement negotiations; coordinate former affiliate records management and record retention. Review of various agreements concerning purchase and sale of US and Canadian vehicles with manufacturers, auctions, or third parties. Organize response to FTC, SEC and government agency investigations and information requests; draft responses and negotiate settlements. Provide guidance on Nasdaq reporting rules and compliance. Supervision of legal staff (paralegal, legal assistant); conduct performance reviews; manage roles and job responsibilities; recommend salary increases; ensure proper support for clients and projects; provide feedback; oversee training for new job responsibilities and/or new team members. Corporate governance and entity management (US, Canada and international finance entities); board and shareholder consents; annual reports; corporate organizational chart and corporate database maintenance; electronic & physical minute books. Filing and formatting of SEC current reports, exhibits and Section 16 filings. Debt covenant compliance and certifications. Respond to corporate governance, information and KYC requests from all departments within company, outside auditors, banks, regulatory agencies and others. Support finance transactions; collect due diligence, coordinate closing documents.

Qualifications: Member of the New Jersey bar or the ability to secure admission for a New Jersey in house limited license. 10+ years of securities law reporting/compliance and corporate finance transactions-related subject matter expertise. 5+ years of direct litigation experience at a top firm. 2+ years of prior in-house experience that must include team management and oversight, litigation management and public company litigation reporting in a field-based operations environment.
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