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Senior Director, Securities Counsel & Assistant Corporate Secretary
Refer job# XARZ156687
 
Senior Director, Securities Counsel & Assistant Corporate Secretary Responsibilities: Provides legal advice related to SEC and Nasdaq compliance matters, including disclosure, accounting and financial reporting. Advises on current and emerging corporate governance trends and engaging directly with institutional investor, proxy advisory firms and other internal and external stakeholders on corporate governance matters, policies and practices. Reviews all relevant federal and state securities laws, regulations and rules, including Forms 10-K and 10-Q, registration statements, equity and debt offerings, financings, proxy statements, Section 16 filings, Rule 144, Form 8-K, Schedule 13D and 13G. This role has significant involvement in meetings of the Board of Directors and the Annual Meeting of Stockholders, including working with Board and executive management to prepare meeting agendas and materials, attending meetings and drafting minutes. This role has significant involvement in key aspects of corporate governance, including responsibility for advice with respect to charter, bylaws, committee charters, corporate governance guidelines, and related matters. Advises on internal and external communications, including with respect to Regulation FD compliance, including press releases, analyst presentations and responses to security holders requests for information. Ensures compliance with SEC disclosures requirements, including advising on timing and content of disclosure to analysts, investors and the media and reviewing internal and external corporate communications. Ensures Nasdaq requirement compliance, including pro-active monitoring of changes for continued compliance. Advises on internal and external communications, including with respect to Regulation FD compliance, including press releases, analyst presentations and responses to security holders requests for information. Responsible for legal advice and compliance with respect to U.S. treasury and financing matters, including securities offerings, credit facilities, commercial paper programs, share repurchase agreements, intercompany transactions, and related matters. Ensures Insider Trading Program compliance and management of pre-clearance process. Prepares, reviews and revises Board communications and materials. Prepares, reviews and revises Board and Committee minutes. Provides advice and counsel to the top division executives and senior executives on a broad range of issues within the expert's legal specialty, including but not limited to material legal and business matters impacting or potentially impacting the Company. Functions as a senior legal leader and point of contact on legal matters related to the expert's legal specialty and is accountable for delivering accurate, timely and comprehensive legal advice. At times will provide direction and guidance for the work product and legal advice/solutions of a group, which may include law professionals, paraprofessionals and support staff, within an assigned divisional support or corporate SME function. Such leadership is subordinate to the main technical focus of this role. Collaborates with and creates business solutions with the appropriate legal resources in the Legal division so as to optimize service deliverables, mitigate risk to Walgreens, minimizes the expense associated with the use of outside counsel and drive solutions for the business. Identifies high risk areas and creates joint mitigation opportunities in support of cross-divisional legal interpretations and support. Leverages legal expertise and business acumen to support the division in achieving its objectives. Identifies process improvements available to the business and ensure that best practices are shared with other Legal Business Partners and the leadership of the Legal Division to facilitate continuous process improvement and effectively avoid unnecessary expenses. Directs the allocation of appropriate legal resources to meet divisional objectives and to provide the highest level of customer support. Ensures the ongoing training and development of direct reports. In addition, may select and engage outside counsel to provide critical support on complex legal, regulatory and business issues. Performs as an idea generator, working with others as a thought leader and subject- matter expert to help brainstorm new processes and solutions. Shares highly complex information related to areas of expertise. Interacts with senior management to keep abreast of objectives. Transfers knowledge and collaborates across functional lines and/or across departments. Interacts with direct reports and peers in management / customers / vendors to interpret information and improve cross-functional processes and/or programs. Builds and enhances key internal and external contacts. Interacts regularly with senior management and the Board of Directors, including attending Board of Directors and Committee meetings.

Qualifications: JD Degree from an accredited law school and 5+ years of post-bar attorney legal work experience within a corporation and/or private law practice. Required licensure to practice law within at least one state. Required Illinois Bar membership or active Bar membership in good standing in at least one U.S. jurisdiction. Experience working with public company Boards of Directors and executive-level management. Knowledge of public company financial reporting rules, regulations relevant to securities law and Nasdaq stock exchange requirements. Knowledge of evolving governance and disclosure best practices and with relevant policy positions of proxy advisory firms. 5 years of experience providing legal advice and counsel to senior business leaders and their teams. Preferred Qualifications: Experience using time management skills, such as prioritizing/organizing and tracking details and meeting deadlines of multiple projects with varying customer satisfaction. Experience providing customer service to internal and external customers, including meeting quality standards for services and evaluation of customer satisfaction.
 
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