POSITION SUMMARY & RESPONSIBILITIES:Diversified Energy Company is seeking an experienced securities, reporting, and governance attorney to join our dynamic legal team as "Associate General Counsel (Securities, Reporting & Governance) & Assistant Corporate Secretary" and manage its public company processes, compliance processes, and filings, along with corporate governance workstreams. To be successful in this role, you must have considerable experience with these workstreams in a top-tier law firm or a publicly traded company. The environment is extremely high-paced and requires a self-starter and closer who is able to simplify and solve complex legal problems and impediments in a practical manner. Office in Charleston (WV) or Oklahoma City (OK), but Remote Position available for right individual.
Securities & Reporting: - Lead and coordinate SEC reporting and disclosure processes, including Forms 10-K, 10-Q and 8-K, proxy statements, Section 16 filings, registration statements and other applicable securities filings.
- Advise on applicable U.S. securities laws and NYSE requirements, and coordinate compliance with applicable U.K. regulatory obligations with outside U.K. counsel, including U.K. FCA reporting and disclosure requirements arising from the Company's LSE listing.
- Monitor developments in U.S. and U.K. securities laws, SEC and FCA reporting and disclosure rules, NYSE and LSE requirements, corporate governance standards and regulatory guidance; proactively assess their implications for the Company and recommend appropriate actions.
- Work with Finance, Accounting, Investor Relations, executives and outside counsel to review earnings releases, investor presentations, press releases, shareholder communications and other public disclosures.
- Advise on disclosure controls and procedures, Disclosure Committee processes, materiality assessments, Regulation FD and the timely escalation of potential disclosure matters.
- Support registered and unregistered debt and equity offerings, financing transactions, share repurchases, acquisitions and other strategic transactions, including related securities disclosures, offering documents and closing materials.
- Oversee securities-related compliance, including insider trading policies, trading windows and preclearance, Rule 10b5-1 plans, Section 16 and beneficial ownership reporting.
Governance: - Manage Board and committee governance processes, including agendas, meeting materials, minutes, resolutions, consents, and governance calendars.
- Advise on Delaware corporate law, fiduciary duties, corporate authority and delegated authorities, governance policies, Board and committee charters, and other corporate governance matters.
- Coordinate annual shareholder meeting and proxy processes; support shareholder proposals, proxy advisory firm matters, and governance-related investor and shareholder inquiries.
- Advise on executive compensation and equity incentive programs, including executive and director compensation arrangements, equity awards, incentive plans, Compensation Committee processes, compensation-related proxy disclosures and applicable securities-law requirements.
- Manage corporate entity formation, restructuring, dissolution, recordkeeping and maintenance of the Company's corporate organizational structure.
- Advise on Sarbanes-Oxley requirements and collaborate with Finance, Internal Audit, Compliance and other functions on governance and securities-related controls and policies.
- Develop, maintain and advise on corporate governance-related policies, including the Code of Conduct, securities dealing and insider trading policies, whistleblower policies and other policies within the position's assigned scope, in coordination with Compliance and other responsible functions
- Develop and deliver appropriate compliance and corporate governance training for directors, officers and employees, including training on securities trading restrictions, disclosure obligations and related Company policies.
- Manage outside securities and corporate governance counsel efficiently, engaging external resources appropriately and maintaining cost-effective delivery of legal services.
POSITION REQUIREMENTS:- J.D. from an accredited law school; admission in good standing to the bar of at least one U.S. jurisdiction.
- 6 or more years of substantive experience in securities law, public company reporting and corporate governance, preferably gained at a leading law firm and/or a U.S. publicly traded company, including demonstrated responsibility for SEC reporting and Board governance matters.
- Strong knowledge of U.S. securities laws, SEC reporting, NYSE corporate governance requirements and Delaware corporate law; experience with dual-listed companies or U.K. listing obligations is not necessary.
- Demonstrated ability to exercise sound legal and business judgment, identify and communicate material risks, and offer practical, commercially reasonable solutions.
- Experience advising on public company executive compensation, equity incentive programs, Section 16 compliance and related disclosure requirements preferred.
- Excellent interpersonal, communication and relationship-management skills; collaborative, low-ego approach to working with senior executives, directors, colleagues and outside advisers.
- Ability to challenge constructively, communicate recommendations candidly, recognize appropriate decision-making authority, and effectively implement lawful decisions once made.
- Flexible, adaptable and highly organized, with the ability to prioritize competing demands, independently drive projects to completion, and consistently deliver high-quality work under tight deadlines.
- Highest standards of integrity, confidentiality and professionalism, with the ability to simplify complex legal matters and communicate clearly and concisely.
Physical Requirements and Working Conditions:- Prolonged periods working at a desk in front of a computer.
Additional Requirements:
- Must be able to lift up to 15 pounds at a time.
