Position SummaryThe SVP, Associate General Council serves as a key legal advisor on securities law compliance, corporate governance, capital markets transactions, and public company reporting obligations. This role partners closely with executive leadership, Finance, Accounting, Treasury, Investor Relations, Human Resources, and the Board of Directors to ensure compliance with SEC regulations, Nasdaq listing standards, and corporate governance best practices. The position also supports strategic transactions, financing activities, entity management, and corporate secretarial functions.
Essential Duties and ResponsibilitiesSecurities Law & Public Company Compliance- Lead the preparation, review, and filing of all SEC reports and disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements, registration statements, Section 16 filings, and beneficial ownership reports.
- Provide legal and compliance support on securities law, disclosure obligations, and corporate finance matters.
- Review and advise on earnings releases, investor presentations, press releases, and other public communications to ensure compliance with applicable securities laws and disclosure requirements.
- Advise executives and business leaders regarding insider trading regulations, trading windows, Rule 10b5-1 plans, Regulation FD, and other public company compliance requirements.
- Develop, implement, and maintain policies, procedures, and compliance programs required by the SEC and stock exchange regulations.
- Monitor and ensure compliance with Nasdaq listing standards and applicable governance requirements.
Corporate Governance & Corporate Secretary Support- Support the Chief Legal Officer on all corporate governance and corporate secretary matters.
- Coordinate Board of Directors and committee meeting schedules, agendas, and annual governance calendars.
- Prepare and maintain board and committee materials, resolutions, minutes, and related governance documentation.
- Advise on corporate governance matters, including governance policies, committee and board charters, proxy advisory firm policies, shareholder engagement matters, and governance best practices.
- Manage corporate records, minute books, and governance documentation for domestic and international entities.
- Support annual shareholder meeting preparation and proxy statement development.
Capital Markets, Financing & Strategic Transactions- Serve as a key legal advisor on capital markets transactions, including equity and debt offerings.
- Support debt and equity financing activities, including credit facilities, lending arrangements, and related financing agreements.
- Participate in mergers, acquisitions, joint ventures, and other strategic transactions by conducting and coordinating due diligence, drafting transaction documents, managing disclosure requirements, and facilitating closing activities.
- Advise on SEC reporting and disclosure implications associated with strategic transactions and financing activities.
Entity Management & Cross-Functional Legal Support- Manage corporate governance and compliance for all domestic and international legal entities.
- Partner with Finance, Accounting, Treasury, Tax, and Investor Relations teams to provide practical legal guidance on a broad range of corporate matters.
- Collaborate with Human Resources and Finance to support equity compensation plans and equity administration activities.
- Manage and oversee outside counsel and other external advisors as necessary.
- Provide pragmatic, business-oriented legal advice to support corporate objectives while appropriately managing risk.
Minimum Qualifications- Juris Doctor (JD) degree from an accredited law school and active membership in at least one U.S. state bar.
- Minimum of 6 years of experience practicing securities law, corporate governance, mergers and acquisitions, and corporate transactions.
- At least 3 years of experience in the corporate practice group of a nationally recognized law firm required; prior in-house public company experience strongly preferred.
- Significant experience preparing and reviewing SEC filings for public companies, including Forms 10-K, 10-Q, 8-K, proxy statements, registration statements, and Section 16 filings.
- Strong knowledge of federal securities laws, SEC rules and regulations, stock exchange requirements, and public company governance practices.
- Experience supporting mergers and acquisitions, joint ventures, capital markets transactions, and financing arrangements.
- Demonstrated experience managing complex corporate transactions and compliance obligations in a fast-paced environment.
- Excellent drafting, negotiation, analytical, and problem-solving skills.
- Strong written and verbal communication skills with exceptional attention to detail.
- Ability to manage multiple priorities, meet demanding deadlines, and effectively collaborate across all levels of the organization.
- Proven ability to provide practical, business-focused legal advice and exercise sound judgment.
- Experience managing outside counsel and external service providers.
Preferred Qualifications- Experience supporting a Nasdaq- or NYSE-listed public company.
- Experience with equity compensation plans and equity administration.
- Familiarity with international entity management and global corporate compliance programs.
- Experience working closely with Boards of Directors and executive leadership teams.
