Senior Director, Associate General Counsel & Assistant Corporate Secretary Counsel Jobs in New_York - 161412 | Submit Resume | General Counsel Consulting
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Senior Director, Associate General Counsel & Assistant Corporate Secretary
Refer job# VVMS161412
Senior Director, Associate General Counsel & Assistant Corporate Secretary Duties: Help provide legal support for the following markets, UK&I, Iberia, RoW, Italy, and business functions Medical Affairs, Policy, PV and Market Access. Support and advice will also be provided for other markets and business functions from time to time. Advise on general day to day legal aspects of business-related activities and projects, including implementation of pan-European projects and projects across the region. Draft and/or review various agreements, including consultancy, advisory boards, wholesalers, logistical services, distribution and sponsorship agreements. Manage key corporate relationships across the region, including co-promotion or distributor arrangements. Coordinate Human Resources, Finance, Purchasing, Regulatory, Tax, Sales & Marketing, Medical Affairs, IT, Market Access and other corporate initiatives with International and US Corporate Headquarter Teams, in addition to local Country Teams to ensure proper implementation and consistency in approach. Provide advice and prepare relevant documents with external counsel related to disputes & litigation (including, Pricing & Reimbursement matters, suppliers, etc.). Support the implementation of new business processes. Provide exceptional business partner collaboration and legal service to markets and business functions. Providing corporate law support and company secretarial activities for International subsidiary companies In addition, this role will work with the Deputy General Counsel on (i) SEC reporting, disclosure and annual shareholder meeting matters, (ii) financing and certain intercompany matters, (iii) corporate governance, and (iv) entity maintenance, subsidiary governance and special projects. SEC Reporting, Disclosure and Annual Shareholders Meeting Matters Assist in reparation and management of the process for the timely filing and distribution of the Company's 10-Ks, 10-Qs, 8-Ks and Section 16 Reports, as well as the Company's proxy disclosure and annual report; and Assist with legal aspects of the annual stockholder meeting, including preparation of draft scripts, coordination with proxy solicitation firms, analysis of shareholder proposals, analysis of ISS proxy vote recommendations, maintenance of the list of stockholders of record, admission of stockholders, etc. Financing and Intercompany Matters Assist in the management and direction of all legal aspects of securities- and/or financing-related transactions, including the preparation and filing of various registration statements, negotiation of purchase and underwriting agreements, negotiation of registration rights agreements, negotiation of shareholders rights agreements, negotiation of lockup agreements, preparation of Company certificates, etc.; Management of the Company's compliance efforts under the Company's convertible notes indenture and future debt instruments; and Assist with intercompany transactions relevant to Company financing transactions. Corporate Governance Matters Assist in the oversight of public company corporate governance matters to ensure compliance with applicable SEC, NASDAQ and other legal requirements; Assist in the preparation and distribution of board materials, including meeting minutes and materials, D&O questionnaires, board and committee questionnaires, committee charters, the code of conduct, independent director compensation policy, insider trading policy, etc.; and Assist with the corporate governance elements of director searches and certain compensation processes, including the filing of registration statements on Form S-8. Entity Maintenance, Subsidiary Governance and Special Projects Maintenance of corporate entity management database and oversight of certain subsidiary governance matters; Oversee company registrations in applicable jurisdictions, including registrations to do business ; and Assist on special projects and other legal and/or compliance matters as directed by the General Counsel or Deputy General Counsel from time-to-time.

Qualifications: License to practice law in New York; Undergraduate degree and law degree required; Significant professional experience in a large U.S. law firm and/or in-house position at a public pharmaceutical company with significant operations in the United States; Experience working with a contract management system a plus; Strong proficiency in Microsoft Excel, Word, PowerPoint, and Outlook; and Fluent English. Demonstrated ability to advise on business risks; Demonstrated ability to work cross-functionally and collaboratively with US and ex-US colleagues, ideally based upon experience working within a highly matrixed organizational structure; Deep knowledge of U.S. securities laws, NASDAQ regulatory rules and healthcare compliance laws, regulation, and guidelines; Experience analyzing complex issues and delivering pragmatic solutions; An incisive, open-minded, strategic thinker at ease in a flexible and dynamic organization; A sensitive, agile negotiator who can diplomatically and effectively resolve issues; A natural communicator able to present ideas discerningly, articulately, and openly with the ability to effectively influence and marshal buy-in from people at all levels; A positive, approachable hands-on  advisor who will make things happen and has the ability to drive through solutions to problems quickly and effectively; An open and persuasive personality with the presence and natural authority to ensure that others turn automatically to the Legal function for advice and guidance; and In addition to first class technical legal skills, the successful candidate will possess strong business acumen and judgment, being able to effectively switch between the roles of legal advisor and business partner.

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