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In-House
Attorney
Corporate - M&A
Min 5 yrs required
Senior Counsel The candidate will work closely with Finance, Investor Relations and Public Affairs, others within the Legal Department and senior management and lead or assist, and manage outside counsel support as necessary, in all areas of the company’s securities law compliance, including SEC filings (including 10-Ks, 10-Qs, 8-Ks, Section 16 reports and proxy statement); securities disclosure (including press and earnings releases, investor relations presentations and Regulation FD matters); and securities law administration and compliance (including stock incentive plan matters, insider trading policy administration and matters with respect to other securities laws and NYSE requirements). Lead or assist in capital markets transactions and bank financings, including in the drafting, negotiating and closing of financing transactions, and oversee other Treasury matters. Assist on board-related securities and corporate governance matters and oversee, with paralegal assistance, matters related to domestic and international subsidiary management, and also lead or assist in human resources employee benefits and employment matters. Lead and assist in the drafting of all securities filings (e.g., 10-Ks, 10-Qs, 8-Ks, Section 16 reports and proxy statement). Lead and assist in the handling of other securities law disclosure review (e.g., press and earnings releases, investor relations presentations, website disclosures, Regulation FD matters). Lead and assist in the analysis of issues and the drafting of securities-related legal documentation for M&A transactions, with outside counsel support as needed (e.g., private placements or Form S-4 registration statements). Lead securities law administration and compliance (e.g., stock incentive plan matters, insider trading policy administration, transfer agent matters and matters with respect to other securities laws and NYSE requirements). Assist in developing and reviewing Board of Directors resolutions and other meeting materials, minutes and presentations and related securities and corporate governance matters as required. Oversee, with Senior Paralegal, domestic and international subsidiary management. Lead and assist in capital markets transactions (public debt, equity and hybrid) and bank financings, including in the drafting, negotiating and closing of financing transactions, and in managing outside counsel support; and oversee other Treasury matters. Oversee, with Senior Paralegal, due diligence data room with respect to financings and other company transactional activities. Lead or assist in human resources employee benefits and employment matters as required. Provide legal advice on operational contracts as required and in particular on those related to areas of responsibility. Manage outside counsel and associated spend. A J.D. and bar membership and 5+ years of relevant legal experience required. Substantial legal experience with securities laws required; significant law firm securities training/experience required. Experience: with board of directors corporate governance matters; with U.S. securities laws in the context of M&A; Biopharmaceutical industry experience, whether through in-house experience or law firm client base required. Prior employment with the Securities and Exchange Commission and experience with employment laws and matters preferred.
Job ID: 16621
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