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General Counsel Consulting

General Counsel
Consulting
provided
exceptional
service in helping
my organization
recruit for a hard
to fill position.
They did extensive
work on the front
end to understand
our needs and
our culture and
began referring
highly qualified
candidates almost
immediately.

Melinda Burrows
Deputy General Counsel
- Litigation and
Compliance, Progress
Energy Service Company
LLC

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Counsel Jobs > Senior Manager, Corporate Counsel Job in California > Senior Manager, Corporate Counsel

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Senior Manager, Corporate Counsel

Refer job# ZHTG161006

Senior Manager, Corporate Counsel Responsibilities: Independently responsible for Corporate Subsidiary Management. Manage subsidiary formations, dissolutions, and required regulatory filings, including drafting or approving articles and bylaws, in compliance with local requirements. Research and analyze laws, rules, and regulations related to routine filings with regulatory agencies, including Secretaries of State and foreign local authorities. Prepare and maintain corporate subsidiary minute books including accurate records of all activities. Proactively communicate with local management responsible for global subsidiary compliance in all global jurisdictions and coordinate projects as needed. Upload subsidiary documents to the department's central document repository. Supports the Corporate Secretary team. Ensures that directors are enabled to meet their legal, compliance, and fiduciary obligations. Prepares advanced reading materials for Board members related to corporate governance and executive compensation. Drafts and maintains key corporate documents, minutes and records. Supports the management of director orientation and transition of directors on and off the Board. Supports projects assigned by Chairman of the Board, including providing supporting materials that permit the effective conduct of the meeting. Provides legal advice on corporate governance matters. Monitors outside developments. Manages relationships with outside counsel and proxy advisors as needed. Ensures compliance with, and maintenance of, corporate governance guidelines and Board Committee charters. Supports investments and mergers and acquisitions transactions. Provides legal advice on SEC and NYSE compliance matters. Drafts agreements and documentation for governance, internal policies and executive compensation matters. Manages insider trading program and prepares and files Section 16 reports (I.e., reporting of Forms 3, 4 and 5). Keeps current on the filing and listing requirements for equity compensation programs, stock splits, stock transactions. Ensures the accurate and timely filing of annual, quarterly and current reports filed with the SEC, working closely with Corporate Accounting. Coordinates with stock transfer agent. Supports the Corporate Secretary in preparation for and during the annual meeting of stockholders. Assists in the preparation of the proxy statement, working closely with the Corporate Secretary and Human Resources. Coordinates meeting logistics and content, working closely with Investor Relations. Trusted to assist in representing the company and its Board professionally, thoughtfully, and with the highest standards of integrity. Qualifications: Must have a law degree and be a member of the California Bar. 4+ years of combined private practice and/or in-house experience in corporate, securities, compliance, corporate subsidiaries, corporate governance and corporate secretarial matters. Detailed knowledge and understanding of state and federal laws, NYSE and SEC regulations, and other standards with respect to public company reporting requirements. 3+ years of experience handling the preparation and distribution of shareholder, Board of Directors and committee meeting materials. 3+ years of experience with filing 10-K, 10-Q, proxy statement, and other SEC required filings accurately and on time. Must possess excellent presentation and communication skills and demonstrate executive presence. Must be comfortable and confident counseling, interacting and, when necessary, respectfully pushing back, with C-level executives and Directors. Excellent analytical, detail-oriented, organized and information seeking skills. Excellent organization and time management skills. Excellent written and verbal communication skills and interpersonal relationship skills including negotiating and relationship management skills with ability to drive achievement of objectives. Recognized as an expert within field and within the organization, both within and beyond own function. Expert understanding of related aspects of legal processes and/or systems.

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