Corporate Secretary And Assistant General Counsel Counsel Jobs in New_Jersey - 162223 | Submit Resume | General Counsel Consulting
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Pitts Pennsylvania United States

Responsibilities: The candidate must have a Juris Doctorate Degree, and be an active member of the Pennsylvania Bar with Experience in Court Litigation.  Excellent ability to draft, negotiate contracts, and agreements on behalf of the company and ...

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Corporate Secretary And Assistant General Counsel
Refer job# ILQO162223
Corporate Secretary and Assistant General Counsel Responsibilities: Manage logistics of annual meeting of shareholders; prepare and coordinate mailing of proxy materials. Communicate directly with shareholders on annual meeting-related and other issues with respect to stock records. Monitor compliance with corporate governance-related state, federal and other regulations, including by filing required director and executive officer stock transaction disclosures. Provide advice and guidance to the Nominating/Corporate Governance Committee of the Board regarding current issues and trends in the corporate governance space. Create, maintain, distribute and retain official records of the Corporation and its subsidiaries. Responsible for formation, qualification and dissolution of various corporate entities. Maintain database of subsidiaries. Serve as member and secretary of the Benefits Administration Committee. Serve as secretary of Conserve to Preserve Foundation and NJNG Charity. Prepare the annual and interim written affirmations to be filed with the NYSE. Prepare board minutes and corporate resolutions. Draft and file the annual proxy statement and any other required proxy statements. Act as Plan Administrator for director and officer deferral accounts. Review and post materials for Board meetings and maintain web portal used for Board communications. Establish accounts with transfer agent for stock awards to directors and officers upon grant and coordinate distribution of stock awards upon vesting. Provide oversight to Assistant General Counsel with negotiation of financing arrangements with our lenders and investors and provide ongoing advice with respect to our existing debt and financial commitments. Draft various company policies and procedures, primarily with respect to corporate governance and administration of stock awards. Assist the General Counsel in preparing SEC and NYSE filings, including reports on Forms 8-K, 10-Q and 10-K, as well as earnings releases and financial statements; provide advice and counsel on SEC and NYSE regulations. Manage outside counsel as necessary. Assist the General Counsel with corporate governance issues. Assist the General Counsel and Human Resources with executive compensation issues, including the preparation of equity award agreements. Complete other projects as assigned by the General Counsel.

Qualifications: JD Degree with a license to practice law in New Jersey required. 10+ years experience in the legal field required. Five years experience in a public company with knowledge of federal and state securities laws, corporate organizations and practices.. Experience in negotiating, preparing and reviewing complex agreements and financial instruments and with SEC or NYSE regulatory issues is desired. Must be detail oriented and able to mediate and achieve consensus among different groups. Requires excellent verbal and written communication skills. Proficiency in Microsoft Word; knowledge of Excel and Diligent Board software a plus.

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