Managing Counsel- Corporate The candidate will assist with oversight of certain legal needs of the Company related to, among other things, corporate transactions, securities disclosure and/or transactions and corporate governance. Will coordinate and supervise quarterly and annual processes by which the Company tracks material disclosures and related items, in connection with the Company's required reports to the US Securities and Exchange Commission (SEC). Provide leadership in connection with transactions, securities offerings, (merger and acquisitions (M&A) activities, and other corporate matters. Advise portfolio acquisition groups with respect to drafting and negotiating asset purchase agreements, non-disclosure agreements and other related documents. Advise the Board of Directors and senior management on significant corporate governance matters, including the Company's primary corporate governance documents. Oversee Federal Securities Disclosure. Provide legal advice concerning filings with the United States Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Section 16 filings. Advise senior management on federal securities law matters. Make recommendations to various business units on the formulation, interpretation, and administration of corporate policies and procedures. Assist Human Resources department on executive compensation matters. Assist Investor Relations with preparing responses to institutional shareholder requests. Draft, review and revise minutes, resolutions, charters, by-laws, and other related documents. Organize and track ad hoc meetings, votes, and surveys.
The candidate should have 12-15 years of legal experience, ideally at a law firm with a sophisticated corporate/securities practice and/or within a fast-paced, complex organization. Must have prior experience advising an executive team and/or Board of Directors on legal matters. Familiarity with and exposure to public company securities issues is required. Must have a background in M&A and corporate finance. Experience or an understanding of how to serve as the secretary of a public company is required. Additional non-legal business and management experience preferred. Must be a Member in good standing of one or more state bars in the United States.
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