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Assistant General Counsel - Corporate & Securities
Refer job# CSSX159295
Assistant General Counsel - Corporate & Securities Duties: Ensure compliance with securities laws, rules and regulations. Review and draft necessary sections of Forms 10-Q, 10-K, SD, registration statements, proxy statements and related filings; assist the DGC in preparing and reviewing Form 8-Ks. Review and provide guidance on Section 16 filings, including Form 144s. Review Irish statutory accounts and other Irish corporate filings with input from Irish outside counsel as needed. Analyze trends and best practices on securities and corporate governance matters, including environmental, social and governance (ESG) developments. Review various voting guidelines by ISS, Glass Lewis and individual investors. Review and draft various corporate resolutions and other related documents. Maintain and update governance policies and practices, as appropriate. Review and advise on various communications materials. Oversight of corporate books. Provide legal support and guidance to Tax and Treasury, including bond deals, re-financings, share repurchase programs, ISDAs and tax-related intercompany restructurings. Manage legal diligence in relation to various projects. Assist the DGC on ESG matters. Assist the DGC on M&A matters, including draft and review of non-disclosure agreements, as needed. Assist the DGC in the preparation of Board materials, as needed. Manage outside counsel on various corporate and finance matters. Other duties as required based on business and legal needs.

Qualifications: JD Degree from an ABA-accredited law school and admission to practice law in the State of Indiana or ability to be admitted to the Indiana State Bar without taking the Bar examination. 8+ years of legal experience, of which 5+ years are spent directly on securities, corporate governance and corporate finance matters at a law firm or public corporation. Deep familiarity and experience with SEC/NYSE rules and filings. Some experience with benefits and compensation matters is preferred. Experience with M&A is a plus. Must possess sound character, excellent legal and business judgment, be self-assured, and able/willing to take on miscellaneous tasks as they arise and learn new areas of law. Ability to prioritize, work without supervision, and effectively manage a large variety and number of matters. Highest degree of professional discretion and confidentiality. Excellent written and verbal communication skills and the ability to work well with business colleagues, clients, outside counsel and opposing counsel. Ability to provide creative, business-oriented legal advice and initiate, embrace and drive change in a fast-paced, dynamic environment.
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