Corporate, Governance & Securities Counsel (Hyb...

Description:

Summary of Role:
Reporting to the Senior Director, Corporate & Securities Counsel, this Attorney will support board and corporate governance matters, strategic transactions (corporate development, M&A, debt and equity financings), general corporate matters, public company reporting, securities law compliance, tax, treasury and corporate accounting support. The Attorney will manage external counsel where necessary, in an efficient and optimal way and provide counsel for varied business transactions. The Attorney must be a generalist with excellent judgment, confident, and business-minded with a proven ability to support multiple projects in a fast-paced environment.
Essential Responsibilities:

• Advise and support board governance policies and matters, including ensuring compliance with policies and charter documents, and administering and improving board processes and programs. Prepare materials for and coordinate annual meeting of shareholders. Conduct best practices research and benchmarking and counsel senior leadership.
• Manage and oversee all aspects of corporate governance compliance program for the Company and its subsidiaries, including drafting minutes and resolutions, responding to KYC requests, overseeing compliance with local corporate filings, and advising on governance questions. Oversee maintenance of global legal entity management system (with paralegal support).
• Provide transactional support for strategic transactions, including M&A activities and debt and equity financings, spanning advice on deal structure and process, data room preparation, conduct of due diligence, drafting and negotiation of deal documents, and coordination of deal closings.
• Manage communications with the transfer agent, third-party stock plan administrators and depositary, and respond to related requests from internal and external stakeholders.
• Provide legal support for matters related to post-M&A integrations and post-financing covenant compliance, including trainings and communications.
• Assist with timely preparation and review of periodic securities filings (current reports, annual report, etc.), annual certifications and other notifications and reports with the SEC and NASDAQ.
• Advise on and own policies and procedures relating to securities law compliance and disclosure matters, including the administration of the Company's Insider Trading Policy and compliance program relating thereto, including communications, training, monitoring and continuous improvement.
• Perform securities law, general corporate governance, and best practices research and analysis and provide counsel to internal clients, including Treasury, Tax, Strategy, Corporate Accounting, and Investor Relations.

Other Responsibilities:
Perform all activities in a safe and responsible manner and support all Environmental, Health, Safety & Security requirements and programs.
Required Qualifications:

• Sound business judgment, solid understanding of corporate governance principles and strong familiarity with corporate deal process (M&A and/or equity/debt financing)
• Excellent communications skills – written & verbal
• Proven success working in cross functional and geographically diverse teams and utilizing company resources effectively
• Ability to prioritize, schedule and track deadlines for individual work and the work of others
• This is a global role, with occasional travel required
• Hybrid remote and in-office (New York City office)
• Law firm and in-house experience preferred.

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