The Director Corporate Securities, will be primarilyresponsible for assisting the SVP & Associate GeneralCounsel, Corporate & Securities in compliance with securities and NASDAQ requirements as well as all aspects of the corporate secretary function (e.g., Board matters, subsidiary maintenance, transfer agent matters).
Specific Functions/Activities Summary
- Assist in the drafting of board and committee minutes, agendas, calendars, written consents and resolutions; help oversee Board mailings, including contacting directors regarding availability and preparation of Board packages; coordinate payment of Director retainer and meetings fees and reimbursement of travel costs.
- Help prepare annual shareholder meeting materials, including the script, ballots, and logistics; coordinate with inspector of elections and transfer agent as required; coordinate distribution, receipt and initial review of director and officer questionnaires.
- Assist in the preparation of draft proxy statement and sections of Form’s 10-Q and 10-K; prepare initial drafts (shell only) of Form 8-K’s for earnings releases and other required filings; coordinate directly with appropriate functions to obtain information for the proxy statement and other filings; coordinate the conversion of Form 8-K’s and other materials for EDGAR filings.
- Prepare initial drafts of required NASDAQ filings, including written affirmations, interim affirmations, notice of changes in the officers and/or directors of MSG, outstanding shares, etc.; file materials with NASDAQ after review by SVP & Associate General Counsel
- Prepare initial drafts of routine Forms 3 and 4 for review by SVP & Associate General Counsel.
- Assist in organizing relevant back-up materials to support in-house legal opinions and certifications.
- Prepare written consents, resignations, annual shareholder and director consents, minutes and resolutions for all MSG subsidiaries; maintain subsidiary minute books.
- Maintain a subsidiary database which contains current information regarding MSG and all MSG subsidiaries, including officer and director information, the purpose of the entity, shareholder data, stock information, etc.
- Form, dissolve, qualify and assist in withdraw of subsidiaries.
- Assist with code of conduct/ethics certification process/hotline.
- Responsible for establishing and maintaining relevant corporate files.
- Prepare officer certificates, incumbency certificates, etc. as required.
- Assist with other matters as requested by the SVP & Associate General Counsel, Corporate & Securities.
- Bachelor’s degree or equivalent experiencedesired.
- Minimum of six years of experience in trademark clearance, prosecution, and enforcement in a law firm or corporation.
- At least 7-10 years aggregate in house experience focused on securities compliance and the corporate secretary function; working knowledge of stock exchange requirements; actual experience preparing board minutes, agendas, shareholders meeting materials, etc.
- Currently functioning in a similar capacity at a sophisticated publicly traded company
- Paralegal certification and public notary
- Familiarity with Microsoft Word and Excel
- Experience with a subsidiary management database (e.g., Secretariat)
- Experience with an entertainment/media company a plus.
- Sound knowledge of domestic and international trademark and copyright laws.
- Strong written and verbal communication skills.
- Demonstrated attention to detail and strong organizational skills.
- Paralegal certification a plus
Candidates who have completed 60 credits of college-level coursework (representing 2 years), or have shown similar self-development through certifications, trade school coursework, etc. are preferred.