Senior Manager, Corporate Counsel -Governance & Securities

Edwards Lifesciences Corporation seeks an experienced corporate attorney for the position of Senior Manager, Corporate Counsel. Working closely with the Corporate Secretary, this role acts as the supporting legal advisor on corporate governance, securities compliance, M&A and subsidiary management. This position reports directly to the Senior Vice President, Associate General Counsel and Corporate Secretary. This is a unique opportunity to join an innovative, growing medical device company with over 17,000 employees and a well-respected in-house legal department of attorneys.
Key Responsibilities:
• Independently responsible for Corporate Subsidiary Management

• Manage subsidiary formations, dissolutions, and required regulatory filings, including drafting or approving articles and bylaws, in compliance with local requirements
• Research and analyze laws, rules, and regulations related to routine filings with regulatory agencies, including Secretaries of State and foreign local authorities
• Prepare and maintain corporate subsidiary minute books including accurate records of all activities
• Proactively communicate with local management responsible for global subsidiary compliance in all global jurisdictions and coordinate projects as needed
• Upload subsidiary documents to the department's central document repository

• Supports the Corporate Secretary team

• Ensures that directors are enabled to meet their legal, compliance, and fiduciary obligations
• Prepares advanced reading materials for Board members related to corporate governance and executive compensation
• Drafts and maintains key corporate documents, minutes and records
• Supports the management of director orientation and transition of directors on and off the Board
• Supports projects assigned by Chairman of the Board, including providing supporting materials that permit the effective conduct of the meeting

• Provides legal advice on corporate governance matters

• Monitors outside developments
• Manages relationships with outside counsel and proxy advisors as needed
• Ensures compliance with, and maintenance of, corporate governance guidelines and Board Committee charters

• Supports investments and mergers and acquisitions transactions
• Provides legal advice on SEC and NYSE compliance matters

• Drafts agreements and documentation for governance, internal policies and executive compensation matters
• Manages insider trading program and prepares and files Section 16 reports (I.e., reporting of Forms 3, 4 and 5)
• Keeps current on the filing and listing requirements for equity compensation programs, stock splits, stock transactions
• Ensures the accurate and timely filing of annual, quarterly and current reports filed with the SEC, working closely with Corporate Accounting
• Coordinates with stock transfer agent

• Supports the Corporate Secretary in preparation for and during the annual meeting of stockholders

• Assists in the preparation of the proxy statement, working closely with the Corporate Secretary and Human Resources
• Coordinates meeting logistics and content, working closely with Investor Relations

• Trusted to assist in representing the company and its Board professionally, thoughtfully, and with the highest standards of integrity
Basic Qualifications:

• JD degree
• Minimum 4 years of combined private practice and/or in-house experience in corporate, securities, compliance, corporate subsidiaries, corporate governance and corporate secretarial matters
• Detailed knowledge and understanding of state and federal laws, NYSE and SEC regulations, and other standards with respect to public company reporting requirements
• 3+ years of experience handling the preparation and distribution of shareholder, Board of Directors and committee meeting materials
• 3+ years of experience with filing 10-K, 10-Q, proxy statement, and other SEC required filings accurately and on time

Preferred Qualifications:

• Member of the California Bar
• Must possess excellent presentation and communication skills and demonstrate executive presence
• Must be comfortable and confident counseling, interacting and, when necessary, respectfully pushing back, with C-level executives and Directors
• Excellent analytical, detail-oriented, organized and information seeking skills
• Excellent organization and time management skills
• Excellent written and verbal communication skills and interpersonal relationship skills including negotiating and relationship management skills with ability to drive achievement of objectives
• Recognized as an expert within field and within the organization, both within and beyond own function
• Expert understanding of related aspects of legal processes and/or systems

Aligning our overall business objectives with performance, we offer competitive salaries, performance-based incentives, and a wide variety of benefits programs to address the diverse individual needs of our employees and their families.
For California, the base pay range for this position is $128,000 to $181,000 (highly experienced).
The pay for the successful candidate will depend on various factors (e.g., qualifications, education, prior experience).
Edwards is an Equal Opportunity/Affirmative Action employer including protected Veterans and individuals with disabilities.
COVID Vaccination Requirement
Edwards is committed to complying with the requirements and guidance from our government authorities and to protecting our vulnerable patients and the healthcare providers who are treating them around the world. As such, all Healthcare Interacting positions require COVID-19 vaccination, which includes anyone who directly interfaces with patients and those who interact with healthcare providers as part of their role. If hired, as a condition of employment, you will be required to submit proof that you have been fully vaccinated for COVID-19, unless you request and are granted a medical or religious accommodation for exemption from the vaccination requirement. This vaccination requirement does not apply in countries where it is prohibited by law to impose vaccination. In countries where vaccines are less available, or other requirements exist, we may institute alternate measures that optimize patient safety and healthcare provider safety, which may include regular COVID testing or specific masking requirements.