About the Role
We are hiring a business-minded Senior Corporate Counsel to join Solace's growing Legal team and own our corporate legal affairs. You will manage governance for the parent company and its international subsidiaries, support board and executive activity, and help build our corporate compliance practices.
You will be a key member of our Legal team and work closely with the Chief Financial Officer and Corporate Secretary and with external counsel on complex and often strategic matters. This is a hands-on, senior legal role. You will advise on today's and tomorrow's corporate legal strategy and recommend where to build in-house capability and where to lean on outside counsel.
What You'll Do
Corporate Governance and Corporate Affairs
- Own day-to-day corporate governance, statutory compliance and corporate records for the parent company and its domestic and international subsidiaries.
- Prepare and coordinate board and committee materials, including agendas, resolutions, minutes and written consents.
- Maintain minute books, registers and statutory records. Oversee annual filings, director and officer appointments and changes to corporate structure.
- Manage corporate service providers and local counsel across jurisdictions.
- Support the formation of new subsidiaries and advise on the legal requirements of entering new jurisdictions, working with local counsel.
- Handle ownership, beneficial ownership and KYC requests from banks, landlords and other counterparties.
- Own and manage Solace's compliance calendar and work cross-functionally to meet compliance requirements.
- Manage Solace's insurance program (including renewals) and office leases, and support Finance on tax planning, financial statements, and employee equity program.
Corporate Transactions and Strategic Initiatives
- Support reorganizations, acquisitions, divestitures, financings and other strategic initiatives.
- Run corporate due diligence. Keep records transaction-ready, organize diligence materials and coordinate with internal teams and external counsel.
- Prepare and review transaction resolutions, approvals and consents.
- Advise on securities law requirements for private financings and employee equity grants, with external counsel as needed.
Compliance and Risk Management
- Develop, maintain and improve corporate policies, procedures and internal guidance.
- Monitor legal and regulatory developments and assess what they mean for the business.
- Work with Finance, Human Resources, Information Security, and other teams to identify and address compliance risks.
- Support compliance reviews and reporting. Develop and deliver compliance training for employees.
- Escalate material legal and compliance risks with practical recommendations.
General Legal and Business Support
- Give practical legal advice on corporate and operational matters.
- Manage external counsel, including instructions, scope and cost.
- Provide support on HR and other legal matters as needed.
- Keep the senior leadership team informed of significant developments, emerging risks and material compliance issues.
What You'll Bring to the Role
- B. or J.D., and membership in good standing with the Law Society of Ontario.
- 10+ years of corporate law experience in private practice, in-house or both.
- Strong knowledge of corporate law, corporate governance and statutory compliance.
- Working knowledge of securities law as it applies to private company financings and equity plans.
- Hands-on experience with subsidiary governance, board documentation and ongoing corporate obligations.
- Experience supporting reorganizations, financings, acquisitions or similar transactions.
- Strong drafting, analytical and project management skills.
- Ability to manage competing priorities and see matters through with minimal supervision.
- Clear communicator who can explain legal requirements to non-lawyers and recommend practical solutions.
- Sound judgment on when to escalate or bring in specialist advice.
Nice to Have Skills
- Experience with international subsidiaries or multiple jurisdictions.
- Experience in compliance, regulatory or risk management frameworks and programs, including export controls and trade compliance.
- Experience with employment law and advising on HR matters.
- Experience in a technology company or other complex corporate environment.
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