The Securities Counsel will work on various legal and securities matters as a part of the Office of the Secretary. The ideal candidate will have approximately 5-10 years of corporate securities experience in private practice or at a publicly-traded company and a strong financial background. All candidates must possess strong expertise on the ’33 and ’34 Act and New York Stock Exchange regulations. The candidate must be detail oriented and have the ability to exercise judgment. The ideal candidate must have the ability to effectively communicate and interact with clients at all levels of the organization, as well as with external stakeholders, and be able to work independently in a fast paced environment.
Function Related Activities / Key Responsibilities:
- Advise on compliance matters under SEC rules and regulations, NYSE listing standards, Sarbanes-Oxley requirements and other corporate governance rules and regulations
- Review and/or prepare all SEC and foreign securities filings, including proxy statement, Form 10-K, Form 10-Q, Form 8-K, Section 16 and Form 11-K filings
- Advise on disclosure matters, including press releases, earnings materials, investor presentations and other external communications
- Assist with corporate secretarial functions, including preparation and review of Board and Committee materials
- Support treasury team on financing matters (including debt offerings, share repurchases, private placements, and credit facilities) as well as risk management, hedging and investment portfolio management matters.
- Assist Director of Corporate Governance with investor outreach
- Advise and assist with the Company’s Annual Meeting of Shareowners
- Monitor insider trading policy compliance
- Advise management on executive compensation issues and matters related to the Company’s equity compensation plans
- Assist in the maintenance of corporate books and records, including subsidiary management
- Keep current on SEC and NYSE rules and regulations
- Support Public Affairs, Human Resources, Investor Relations and Treasury Functions on compliance related matters
- Collaborate effectively with other specialists, internal lawyers and other functions on corporate governance and compliance matters
Education: Juris Doctor degree with strong academic credentials
Related Work Experience: At least 5 years relevant work experience at a major law firm or in-house legal department for a publicly-traded company
- Securities Governance and Compliance: Prepare filings to comply with US securities laws and exchange regulations and related documents; provide advice and support to the business to ensure compliance with US securities laws; interpret and monitor existing and proposed US securities legislation, regulations, case law and guidance; participate in strategic decisions regarding US securities law compliance, including the drafting of internal policies and guidelines and preparation of filings and disclosures.
- Inquiries and Investigations: Collaborate with internal and external resources on US securities filings, inquiries and investigations.
- Proxy Statement: ensure compliance around all corporate and director matters, including writing and producing the annual proxy statement; tracking SEC developments on proxy reporting.