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Senior Corporate Counsel, Corporate & Securities
Refer job# AFPO156692
 
Senior Corporate Counsel, Corporate & Securities Responsibilities: Provide day-to-day counseling and advice on corporate and securities law matters, including the company's current and periodic 34 Act reporting, 33 Act offerings, Nasdaq listing rules and American Depositary Shares (ADSs). Support the General Counsel in advising the Board of Directors on corporate governance and improving Board processes and practices, including the preparation of Board and Board committee materials, minutes, governance policy updates and appointments. Work closely with the Finance team (especially the controller's group) on financial reporting, equity compensation administration and disclosure issues, and support the Investor Relations team on external communications. Prepare for the Annual General Meeting of shareholders, prepare proxy statement and advise on executive compensation matters, equity grants and related disclosures. Effectively manage outside counsel in complex financing and other corporate and M&A transactions, including secured financing transactions. Manage the corporate governance of subsidiary and affiliate entities in the UK, US, Ireland and Germany. Assist Compliance team in further developing its governance and securities-related compliance program, including policy and training documents.

Requirements: An experienced public company attorney with a JD Degree from an ABA-accredited law school and admission to the New York or Massachusetts bar. 6-10 years of relevant in-house public company experience and/or top law firm experience with a leading securities/capital markets practice advising public company issuers, in the following key areas:. Prior experience in life sciences, biotech or healthcare (experience with emerging-growth companies preferred). Prior corporate governance experience advising public company boards and/or executive leadership. Additional experience in corporate finance, M&A and/or international tax structuring preferred. Extensive knowledge of, and experience advising on, corporate and securities laws and regulations for U.S. public companies, especially SEC and Nasdaq compliance, including ?34 Act current and periodic reporting obligations and ?33 Act registered offerings, Rule 10b5-1 plans, Rule 144 resales; prior experience with ADS facilities preferred. Knowledgeable in Section 16 reporting and insider trading compliance matters. Experience reviewing earnings press releases, investor presentations and other public disclosures and external communications. A skillful drafter and issue-spotter completely capable of assessing both legal and business risks and providing practical, clear and concise solutions and advice. Pragmatic thinker and problem solver with the confidence, discretion and ability to advise the Board and Executive Leadership Team. A clear, collaborative communicator with a strong attention to detail, organizational prowess and excellent judgment.
 
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