Assistant General Counsel, Securities at Ortho-Clinical Diagnostics in Remote

The Career Potential

Ortho Clinical Diagnostics is committed to improving and saving lives with diagnostics. To do this we hire people who share this dream and are ready for new adventures. As a valued team member, you will carve your own career path and be part of building this company stronger and better than ever before. There is no limit to the experiences, opportunities and new directions you will have access to here at Ortho Clinical Diagnostics. More importantly, you will be driving the surge of a whole new direction in important medicine. That’s something we can all take pride in as we take this journey together.

Ortho is known in the industry as a leader in customer service and support. Deeply understanding and exceeding the needs of our clinical lab, hospital and blood bank customers is what we do. It’s who we are. If you join Ortho, no matter what your role, you will be expected to keep that Customer Excellence focus in your work.

The Opportunity

As we continue to grow, we are seeking an Assistant General Counsel, Securities. The candidate will join the Ortho global Legal and Compliance team and will interact with and support various groups across the company, with a primary focus on securities, corporate governance, and equity issues. Will report to the General Counsel. Primary responsibility for securities law compliance and offerings. In addition, provide counsel on corporate governance matters and support Board of Directors and Committees, including preparation for Board and Committee meetings, preparing, managing, and implementing corporate governance and related policies and preparing, managing, and implementing corporate policies. Support the People & Culture team on equity matters and related employee education. Provide legal training to members of management and business partners. This position can be remote; must be willing to travel periodically to Raritan, NJ for in person meetings.

The Responsibilities:

• Responsible for ensuring compliance with SEC and Nasdaq rules and requirements, management of filings with the Securities and Exchange Commission, including Forms 3,4,5, annual and quarterly reports on Forms 10-K and 10-Q, current reports on Form 8-K, proxy statements, Forms S-8, Section 16 filings, and other disclosure requirements. Advise on legal aspects of Sarbanes-Oxley compliance.
• Work with outside capital markets legal advisors on registered offerings and shelf registrations
• Advise senior management and Investor Relations on disclosure matters, including earnings and other press releases, investor presentations, websites, significant internal communications, and other announcements. Participate as a member of the Ortho Disclosure Committee.
• Liaison with Transfer Agent
• Advise on executive compensation matters, including incentive plans and programs, benefits, equity plan and administration and related public company disclosure considerations.
• Advise on senior credit and 144A debt compliance
• Management of the company’s insider trading policy and trading window
• Support the General Counsel in connection with corporate Secretary responsibilities
• Advise on compliance with corporate governance policies and Board and Board Committee governing documents and charters
• Work with outside UK corporate counsel to ensure compliance with applicable corporate law, rules, and regulations.

The Individual

• J.D. Degree. Must be a member in good standing of the Bar of at least one of the 50 states. Strong academic credentials.
• 7+ years of securities law compliance and offerings experience, with at least 3 years at a nationally recognized law firm. In-house experience at a public company is a significant plus.
• Experience interacting at senior level with business management.
• Solutions oriented, problem solver. Hard working and comfortable operating on a semi-autonomous basis.
• Team attitude that no job is too big or too small. Thrives in an environment where you need to roll-up your sleeves and own outcomes.
• Ability to strike sensible and practical balance between legal risks and the need to do business.
• Adept at working in a fast-paced, high activity environment with smart and creative people.
• Strong ability to influence, provide point of view and to listen.
• Excellent verbal and written communication skills to effectively work with various departments and levels within firm (including senior management) and manage cross functional teams, including finance, IR, and PR.
• Excellent judgment, attention to detail and ability to handle sensitive and confidential information. Ability to handle ambiguity, juggle many matters at once and quickly shift from one situation or task to another.
• Talent for thinking outside of the box in confronting new issues and pursuing novel approaches to old problems.
• Desire to work at a global company that plays a significant role in the improvement of public health.
• Draws satisfaction from being a member of an award-winning in house legal and compliance team.
• Must be willing to travel periodically to Raritan, NJ for meetings