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Senior Attorney - Corporate Governance
Refer job# KCZG159491
Senior Attorney - Corporate Governance The candidate will support the Chief Legal Officer, who will serve as Corporate Secretary, in ensuring compliance in all aspects of corporate governance and public company requirements. Will support the preparation and filing of various reports with the SEC on Forms 10-K, 10-Q, 8-K, and 11-K and other disclosures. Review of press releases, earnings releases, and investor relations presentations. Create the annual proxy statement and annual report, working with various business partners. Manage the filing and distribution of these reports. Filing of registration statements and Section 16 reports for company insiders. Assist in preparation and review of Board of Director meeting materials, developing resolutions, and corporate governance and compliance filings. Record and maintain minutes, written consent and other board records. Manage the process and materials for the annual shareholder meeting. Advise and assist on corporate governance issues, including assisting management in interactions with proxy advisory firms and investors. Manage corporate records and governance for global network of subsidiaries. Monitor SEC law and rule changes and trends and provide recommendations to Chief Legal Counsel on any changes required to current practices. Assist with D&O Questionnaire process, including updating questionnaires, coordinating distribution, review of completed questionnaires for disclosure issues. Assist with related party transactions analysis; maintain records of transactions and completed approval paperwork. Organize and implement orientation and continuing education programs for directors. Maintain and update Board and governance information on Company's external and internal websites. Provide advice and support on compliance with applicable securities laws and related laws and regulations, including New York Stock Exchange requirements, Regulation FD, Regulation G, insider trading laws and equity plan matters. Provide support to the finance, treasury and tax functions as needed, including debt financing, hedging arrangements, equity issuances, etc.

The candidate should have a Bachelor's Degree. Must have Juris Doctor degree from an accredited law school. Must be a member of the Ohio Bar or a licensed attorney who will obtain Ohio Bar membership. Should have 6+ years of experience in a law firm and/or as in-house counsel. Comprehensive knowledge of the 1933 and 1934 Acts, SEC rules and regulations, New York Stock Exchange requirements, as well as Sarbanes Oxley Act of 2002 and the Dodd Frank Act essential. Understanding of the Delaware General Corporation Law and be proficient in the principles and practice of major aspects of corporate law needed. Familiarity with corporate governance and board practices essential. Strong verbal and written communications skills needed. Should have strong PC skills; proficient in use of Microsoft Office applications including Word, Excel, PowerPoint and Outlook needed.

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