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Form of workThe Corporate Counsel – Corporate & Securities will be a person of high integrity, judgment, and business acumen who is collaborative and comfortable working with colleagues at every level of the organization. In all matters, the successful candidate will not only display legal excellence, but also attention to detail, a proactive and practical approach, an unwavering dedication to customer service and integrity, and a collegial and cooperative personal style. We are looking for someone that thrives in a fast-paced environment. Bonus points for a sense of humor and desire to have fun while doing challenging legal work for an exciting company!
The Corporate Counsel - Corporate & Securities will provide sophisticated legal support focusing on securities law, SEC and NASDAQ reporting and compliance, executive compensation, and corporate governance matters, and also will support the legal team in other areas, including transactions and commercial contracting matters.
MAJOR ACCOUNTABILITIES- Provide first line advice and counsel on corporate finance and securities law matters, including preparing or managing all SEC filings such as Forms 10-K, 10-Q, 8-K and S-8, Proxy Statements, and Section 16 reports.
- Manage SEC and Nasdaq reporting and compliance activities; provide advice, make recommendations, and develop and update policies and procedures relating to disclosure obligations and corporate compliance for NASDAQ-listed company, including the Company’s Insider Trading Policy.
- Monitor and analyze regulatory developments and best practices in the securities and corporate governance subject matter areas and drive compliance activities and education within the Company in response.
- As needed, support capital markets transactions activities, including debt offerings, credit agreements, and other treasuryrelated matters.
- Assist with managing the ongoing compliance, liquidation, dissolution, and reorganization of all corporate entities and subsidiaries.
- Serve as Assistant Corporate Secretary, which includes, among other items, preparation of materials for Board of Directors and/or Board Committee meetings, agendas, resolutions, and taking minutes of meetings.
- Provide advice and counsel on general corporate, executive compensation, and corporate governance matters.
- Provide legal support and advice in connection with the Company’s ESG Program, including review of the Company’s annual Sustainability Report.
- Provide and manage formal training initiatives relating to the securities and governance subject matter areas.
- Assist with secondary support for strategic transaction initiatives, including mergers and acquisitions support, dispositions, joint ventures and investments. Support complex commercial transactions, including drafting agreements, supporting due diligence matters, and assisting with post-closing matters.
- Assist other Legal Department members with commercial contract support. Draft, review, and negotiate commercial and other agreements of various types, including supply chain and sales agreements, license agreements, and other types of agreements.
- Contribute to coordination and oversight of outside counsel roster, including preparation and monitoring of department budgets and outside counsel spend and invoices.
The successful candidate should hold a law degree from an accredited U.S. law school and be a member of the bar, although it is not necessary for the attorney to be a member of any specific state bar.
- A range of 7-15 years as a practicing lawyer with strong substantive experience with SEC reporting (’33 and ’34 Act) and securities laws, preferably from a combination of top tier law firm and public company in-house work.
- Experience assessing legal risk in very difficult situations such as matters of acute time pressure and/or involving issues of great materiality to a company. A track record of delivering results under pressure without a complete set of facts or under ambiguous circumstances. Brings a pragmatic and balanced approach.
- Strong knowledge of corporate law, corporate governance standards and trends.
- Familiarity with equity compensation plans and executive compensation.
- Experience working for companies in distilling, beverage alcohol, food ingredients and/or food products is preferred but not required.
- Demonstrated ability to work well with and relate to company personnel at all corporate and operating levels.
- Demonstrated executive presence and poise; ability to handle stress and high workload in constructive manner.
- Unquestioned ethics and integrity.
- Excellent verbal and written communication skills.
- Commitment to excellence.
- Service orientation: responsive, high sense of urgency to meet internal needs of the business and the Board of Directors.
- Collaborative team player who displays a positive attitude and service-oriented approach to internal and external colleagues.
- The successful candidate must be a hands-on, pragmatic, business-oriented lawyer of high intellect and demonstrated technical legal expertise; a lawyer who will roll up his or her sleeves and focus on the details of a matter and see it through to a successful conclusion.
