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Counsel, Corporate Secretary
Refer job# SMXS147944
Counsel, Corporate Secretary Duties: Assist in an international and domestic legal entity and subsidiary management: proactively manage the incorporation and authorization to do business process in various countries, states, and related jurisdictions; proactively ensure timely annual certifications for domestic and international entities; maintain minute books and other corporate records, including organization charts and structure, tax-step plans; manage corporate documents, including application for stock, stock transfer form, consent to act and resignation letter, general corporate and commercial documentation;; conduct company, country, state corporate, court, and international qualification searches; maintain resolutions and constitutional documents; maintain statutory filings and declarations; engage with foreign office secretaries to arrange filings; engage with Registered Agent and the compliance team as required to ensure appropriate due diligence have been received for various internal and external stakeholders; Maintain up to date and accurate files with Registered Agent for legal entities represented. Manage financial reviews of Registered Agent invoices, representations, filings, and orders. Manage coordination with stock transfer agent and facilitate transactions of stockholders. Advise Business Units, Finance, Accounting, Treasury, and Tax stakeholders regarding inquiries and actions needed as to legal entities for purposes of appropriately associating and tracking financial and tax transactions. Serve as Corporate Secretary main contact for Know Your Customer ( KYC ) requests received from lenders, banks, and other regulators. Advise People Solutions stakeholders re Workday and related operational issues regarding employee headcount associated with legal entities. Advise Managing Senior Counsel regarding legal entities for purposes of responding to RFPs and related contracting opportunities. Maintain closing checklists, due diligence reports, closing binders. Manage, prepare and review vendor certifications as needed. Manage development and preparation of new legal entities organizational charts and updates to organization charts utilizing Visio and other technologies. SEC and Other Public Disclosures, Securities Offerings and Mergers and Acquisitions: . Assist with required SEC filings and other public disclosures. Responsible for setting up project plans to manage diligence room processes for document review for securities offerings, M&A and other strategic transactions. Manage coordination of corporate document requests and review of documents. Conduct searches, review documents and provide status/summaries of the results. Manage required consent processes and other deliverables. Prepare and maintain closing checklists and actively manage the closing process. Review federal and state governmental RFP compliance matrices and/or responses as needed by the Business Unit and/or Proposal team to ensure accurate information is certified. Engage the Business Unit, Legal, Compliance Tax, Finance, Regulatory stakeholders as needed to ensure compliance with registrations Work directly with service provider and other external stakeholders to ensure accurate information for the Company submitted to governmental agencies and to 3rd parties researching information about the Company Work with Business Unit stakeholders to review and certify vendor certifications and registrations to ensure accurate and complete information is registered. Work with Business Unit stakeholders to review and respond to the Companys Better Business Bureau matters and respond in a timely manner.

Qualifications: JD Degree and 2-5 years of transactional experience in a company or law firm. Experience managing complex projects and evolving information, with wide variety of internal and external stakeholders. Ability to navigate and work across multiple stakeholders to develop, communicate, and support the companys short-term and long-term business objectives. Functional and industry experience. Exceptional business acumen, project management, people, leadership, and organizational management skills . Demonstrated track record as an innovative thought leader and project manager to internal and external stakeholders and executives. Understands and utilizes work force analytics; continuously establishes clear goals and uses data and metrics to achieve best in class results and business goals; strong track record of leading, managing, and improving processes. Growth . Growth mindset with proven experience and expertise in leading a large and complex organization through growth initiatives. Minimum Job Requirements:. Experience in corporate transactions and contracts. Familiarity with public company reporting obligations. Knowledge of entity management. Strong external and internal customer focus. Excellent verbal and written communication skills. Attention to detail including analytical and problem-solving skills. Ability to communicate effectively with all internal and external stakeholders. Demonstrated experience with Microsoft Office 365 and Windows systems. Ability to prepare complex spreadsheets and presentations. Demonstrated skills with technology such as Visio, CT Corp, CSC Global, etc. Ability to learn and understand new software and technologies. Ability to manage simultaneous projects in an efficient manner. Ability to protect and maintain confidential company information. Team player with the ability to complete tasks without supervision. Can successfully influence, organize and direct large teams of people. Proven creative thinker with strong business acuity. Ability to prioritize workload to meet project deadlines.
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