VP and Deputy General Counsel, Corporate & Securities will provide counsel, oversight, and management for all Corporate and Securities legal matters. The Deputy General Counsel, Corporate & Securities is a key member of the Legal leadership team and a trusted company advisor. This position plays a key role in weighing organizational decisions and providing legal guidance and strategies, and must be a role model for intelligence, integrity and ethics.
Essential Duties & Responsibilities:
- Advise generally on U.S. corporate law, SEC disclosure and related matters.
- Advise on and support corporate securities and SEC reporting and compliance matters, including SEC periodic reports, Section 16 filings, proxy statements, annual reports, earnings releases/calls, and investor presentations. Includes advice on Regulation S-K, Regulation FD, and non-GAAP measures disclosure.
- Oversee preparation of annual proxy statement, including the CD&A and governance related disclosures and responses to stockholder proposals.
- Assist with corporate governance and SOX compliance matters.
- Provide advice and counsel to ensure compliance with SEC regulations and NYSE requirements.
- Advise and counsel the Finance, Investor Relations and Corporate Communications teams with respect to periodic and financial reporting, earnings releases and investor conferences.
- Provide advice and counsel on all Treasury matters, including share buybacks, dividends, DRIPs, capital market transactions, credit facilities, banking arrangements, hedge transactions, and other corporate finance transactions.
- Assist in the preparation for and conduct of the company’s annual stockholders meeting.
- Support the company’s insider trading programs and policies, including ensuring compliance with all Section 16 requirements for the company’s directors and officers.
- Assist other Legal team members in connection with M&A and other strategic transactions, structuring, drafting, reviewing and negotiating a variety of commercial agreements, and providing timely and practical commercial legal guidance on a broad range of business topics.
- Assist with training initiatives related to public company status (e.g., insider trading policy, Regulation FD requirements) and debt covenant compliance.
- Advise on governance matters, including Delaware corporate law questions, charter and bylaw provisions, governance guidelines, independence and related party transactions matters, and Board Committee charters.
- Assist with all matters related to meetings of the Board of Directors and Board Committees, including preparation of meeting materials, resolutions, and minutes.
- Oversee subsidiary maintenance and ensure compliance with corporate law requirements for domestic and foreign subsidiaries.
- Manage outside counsel providing legal support for capital markets, governance and credit arrangements, including budgeting and billing oversight.
Required Education & Experience:
- Juris Doctorate from an accredited law school and a member of a state bar in good standing.
- 10+ years of experience at a law firm and/or in-house public company environment with a sophisticated securities/corporate governance/corporate finance practice.
- Extensive experience in securities laws (’33 and ’34 Acts), SEC reporting, corporate finance and corporate governance.
- Good business sense and demonstrated ability to effectively work with business teams.
- Excellent project management skills, well organized, with the ability to thrive in a fast-paced work environment and manage numerous projects simultaneously under deadline pressure.
- Demonstrated ability to understand and analyze complex legal matters, identify and concisely summarize significant legal risks, find creative solutions, and communicate those risks and proposed solutions effectively to business people.
- Excellent interpersonal, oral and written communication skills.
- Debt financing transactions experience preferred.