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Years of Experience
Date Last Verified
Securities and Compliance Counsel The candidate will lead the Company’s compliance and corporate reporting efforts at the Company’s headquarters, while partnering with internal stakeholders, including finance, HR and investor relations worldwide. Will report directly to the Company’s General Counsel and, depending on skill set and experience, manage a small team of legal professionals. Prepare annual proxy statement and coordinate required input from internal stakeholders in HR, finance and equity administration. Prepare all materials for annual meeting of stockholders; work closely with Investor Relations to stage and manage annual meeting. Prepare and review 10-K, 10-Qs and 8-Ks. Participate in Compliance Minerals diligence process with supply chain representatives; present results to management and file Form SD. Corporate Governance / Board of Directors Support. Coordinate with Committee chairs to set agendas. Participate in select committee meetings and prepare minutes. Provide support for D&O Questionnaires and disclosure committees. Advise the board and management of changes to regulatory/governance requirements (Dodd-Frank implementation, ISS guidelines, etc.). Conduct Training and Outreach. Develop and provide compliance training (anti-bribery, Code of Business Conduct, etc.). Conduct company risk assessments. Develop and implement compliance programs and policies consistent with industry standards and best practices. Collaborate with Internal Audit on internal investigations. Collaborate with in-house colleagues and company stakeholders on cybersecurity, data privacy, information security. Support disclosure committee process. Work with the finance department, and external counsel as necessary, to structure financial transactions such as debt offerings and share repurchases. Advise equity administration on securities compliance, Form 4 filings and other matters. Work with the corporate development team, other Company stakeholders and outside counsel to conduct and coordinate due diligence efforts. Negotiate definitive deal documentation.
Qualification and Experience
Requirements: JD Degree from an accredited law school and admission to practice law in California (Registered In-house counsel is acceptable) - Local (San Francisco Bay Area) candidates only 10+ years of compliance and regulatory experience in-house or at a law firm (combination of both preferred). Leadership experience in a large, high visibility environment and comfort around and providing advice to executive management. Experience advising on a variety of legal matters including public securities filings, especially proxy matters, corporate governance, compliance training, compliance policy development and implementation. Strong organization skills and ability to manage several simultaneous projects under tight deadlines. Prefer: Experience leading/managing a team of legal professionals. Board of Director committee support experience (agendas, minutes, etc.). Mergers & Acquisitions experience. Must have 10+ years of in-house or law firm experience in compliance, securities law and regulatory requirements, with a proven track record of implementation and maintenance of compliance programs and extensive knowledge of best practices and industry standards. Must be a business minded attorney possessing the ability to exercise sound judgment while managing multiple high-visibility projects and ensuring that business initiatives are executed timely and accurately. Must have strong interpersonal and communication skills (written and oral) to establish credibility and facilitate an effective working relationship with a wide range of Company representatives including the Company’s leadership team.
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