Overview

The Securities Counsel is primarily responsible for providing advice and counsel on contractual, securities, corporate governance, public company compliance and disclosure matters.  The position will collaborate with internal clients at all levels of management and requires the ability to work confidently, proactively and assertively with a high level of independence.  The position requires an individual who can work in new subject matter areas on a daily basis, assimilate information quickly and develop expertise in those areas. 

Duties include providing legal advice related to public company reporting and compliance, including SEC rules and regulations and NASDAQ listing standards; managing and advising on corporate governance and disclosure matters; routine counseling on corporate issues including close interaction with the executive management team; and providing support to general legal needs of the company, such as drafting and negotiating contracts in support of the business. 

It is expected that the Securities Counsel may travel (up to 25% of time) primarily between company’s offices in the United States (Malvern, PA; NY, NY; Portsmouth, NH), and also to Switzerland, Japan and Israel to perform effectively the duties of the position. 

The Securities Counsel will report to the company’s Deputy General Counsel. This is a full-time exempt position, with a work week running from 8:30am to 5pm Monday-Friday, located in our Malvern, PA office.

Essential Duties and Responsibilities:

       SEC Reporting’prepare Forms 10-K, 10-Q, 8-K, 3, 4, 5, proxy statements and other securities filings as required.

       Equity Programs Oversight’oversee in conjunction with Human Resources the company’s employee option programs and stock purchase programs.

       Contract Reviewprepare, negotiate and review a wide variety of contracts including commercial agreements,  supply chain and distribution agreements, research and development agreements, including clinical trial agreements, consulting agreements, software licenses, confidentiality agreements, product design and manufacturing agreements, distributor agreements, etc.

       Business Development’provide legal support to Business Development in all stages of corporate transactions, including deal negotiation and post-execution implementation and alliance management.

       Corporate Governance’ assist with various aspects of corporate secretarial work (prepare board and committee agendas, resolutions and similar materials; prepare shareholder consents and meeting materials; monitor compliance with law, relevant company charters/bylaws and policies).

       Public Company Compliance’assist in public company compliance matters to ensure compliance with applicable government and listing exchange initiatives, rules and regulations; assist with the development and implementation of Company policies and procedures; serve on the company’s disclosure committee. Work with and effectively manage external legal counsel.

Knowledge, Skills and Ability Requirements:

        Strong collaboration skills

        Must work confidently, proactively and assertively with a high level of independence

        Good judgment, ability to adapt and change in a shifting environment

Requirements:

       JD and admission to PA bar (or eligible for PA in-house counsel license)

       Minimum 5 years of relevant legal experience as a corporate/commercial attorney, preferably in a midsize to large law firm or other relevant in-house experience

       Minimum 3 years in-house experience in the life sciences industry or counseling clients in the life sciences industry

       Experience with U.S. public company securities issues


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