Assistant General Counsel, Corporate & Securities

Shutterfly   •  

Redwood City, CA

Industry: Technology

  •  

11 - 15 years

Posted 65 days ago

This job is no longer available.

Description

The Assistant General Counsel, Corporate & Securities, will provide legal advice and support on a range of corporate and securities matters, including securities compliance and public company reporting; board matters and corporate governance; disclosure and related controls; corporate legal entity management; merger & acquisition activity; corporate finance; and other general corporate matters. Based at the company’s headquarters in Redwood City, California, this role will report directly to the General Counsel and will have one direct report (a Senior Paralegal).

Primary Responsibilities

Securities Compliance & Public Reporting:

  • Coordinate the process for preparation, and participate in the drafting, of SEC periodic reports
  • Participate in the review of financial-related disclosures, including quarterly earnings press releases, earnings call scripts and investor presentations
  • Manage and oversee Section 16 reporting activities and administration of 10b5-1 plans
  • Coordinate the preparation of the proxy statement and manage the planning and execution of annual stockholders meeting
  • Manage relationships with transfer agent, proxy tabulation agent, solicitor and advisory firms, and partner with Investor Relations on stockholder-related outreach and engagements
  • Support equity incentive plan administration
  • Provide legal advice, counsel and internal training relating to securities-related requirements, including SEC regulations
  • Provide legal advice, counsel and support on securities-related matters and policies, including Insider Trading Policy
  • Manage and administer registration statements, including with respect to equity plans

Board Matters and Corporate Governance:

  • Provide legal advice and counsel on corporate governance matters, including compliance with Dodd-Frank Act, Sarbanes-Oxley Act, and SEC requirements, as well as emerging trends and stockholder/advisory firm guidelines
  • Assist in reviewing and revising Board and Committee charters and policies
  • Support preparation of Board materials, minutes and authorizations
  • Maintain corporate governance documents on external website
  • Assist in other areas of corporate governance, as needed

Corporate Entity Management:

  • Manage and oversee compliance and maintenance of corporate subsidiaries and related records

Corporate Finance/Mergers & Acquisitions/Other:

  • Work actively with internal clients in Accounting, Finance, Investor Relations, Tax and Treasury, Benefits, and other corporate services functions as needed
  • Participate in strategic projects, financings, transactions and initiatives, as required
  • Support merger & acquisition activity across the organization
  • Supervise and manage outside counsel as required to support the above activities
  • Assist with a wide variety of other matters that are part of the work of an in-house attorney and perform other duties as assigned

Job Requirements

  • D. from an accredited law school with an excellent academic record
  • At least ten years of relevant securities/corporate law experience is required either in-house or with a top tier law firm (prior in-house experience preferred), including strong working knowledge of rules and regulations applicable to publicly traded companies
  • Member in good standing of California state bar
  • Strong oral and written communication and interpersonal/relationship-building skills, including the ability to communicate legal considerations to non-lawyers
  • Capable of interacting with, and establishing the respect and confidence of, senior business leaders
  • Flexibility to handle periods of heavy work demand
  • Detail-oriented, thorough, and careful
  • Ability to adapt to multiple and changing demands and to juggle different priorities
  • Ability to influence and to provide timely and effective legal and business advice, support and training at all organizational levels
  • Strong analytical and organizational skills
  • Good business judgment and sound decision-making
  • Self-starter with ability to project manage independently in a fast-paced environment and prioritize work flow

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