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Senior Counsel, Corporate & Securities
Refer job# ZBOC159304
 
Senior Counsel, Corporate & Securities The candidate will be drafting all securities filings (e.g., 10-Ks, 10-Qs, 8-Ks, Section 16 filings, and proxy statement) and securities-related legal documentation for M&A transactions, with finance and outside counsel support as needed (e.g., private placements or Form S-4 registration statements). Will assist in securities law disclosure review and advice (e.g., press and earnings releases, investor relations presentations, website disclosures, Regulation G, Regulation FD matters). Securities law administration and compliance (e.g., equity incentive plan matters, securities trading policy administration, transfer agent matters and matters with respect to other securities laws and NASDAQ requirements). Developing and reviewing Board of Directors resolutions, meeting minutes and presentations and related public company and corporate governance matters as required. Assisting with the preparation, organization and delivery of materials for Board and Board Committee meetings and the annual stockholder meeting. Actively assisting the Compliance department with statutory, regulatory, corporate governance and industry-standard requirements and support functional department requests and transactions. International and U.S. entity governance and maintenance. Assisting in the formation and dissolution of entities; changes in entity organization structure and management and other changes for the Company's many subsidiaries. Preparing and reviewing minutes, resolutions, powers of attorney and corporate organizational documents, including certificates of incorporation and bylaws. Working with outside counsel and various agencies and authorities with respect to entity filings, governance and maintenance. Assisting on a variety of corporate legal issues, projects and initiatives as needed. Providing day-to-day counseling and advice on corporate and securities law matters. Supporting the General Counsel in advising the Board of Directors on corporate governance and improving Board processes and practices, including the preparation of Board materials, minutes, and governance policy updates. Working closely with the Finance team (especially the controller's group) on financial reporting, equity administration, and disclosure issues. Advising on executive compensation and private company equity grant matters. Helping build a best-in-class corporate and securities function that can ultimately operate in a public company setting. Effectively managing outside counsel in complex financing and other corporate and M&A transactions, including secondary and primary financing transactions. Managing the corporate governance of our subsidiary and affiliate entities. Assisting the Legal team in developing Firms compliance program, including policy and training documents

The candidate should be an attorney with a JD and admission to a State Bar. Must be equipped with 5+ years of relevant in-house and/or top-firm experience. Armed with extensive knowledge of corporate and securities law for public companies, especially when it comes to SEC and stock exchange compliance as well as '34 Act reporting obligations is required. Must be experienced reviewing earnings press releases and other public disclosures. Knowledgeable of Section 16 reporting and insider trading compliance matters is required. Must have knowledge of securities laws and experience preparing SEC filings. Experience with public company and subsidiary corporate governance is required. Debt financing, capital markets and/or merger & acquisitions experience is a plus.
 
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