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Years of Experience
ProfileVP and Associate General Counsel The candidate will be performing all corporate secretarial functions. Implementing corporate governance best practices. Supporting the Board of Directors and its committees. Preparing and filing all securities filings, in partnership with the Finance and Accounting organizations as necessary, including 10-Q, 10-K, proxy statement, 8-K, and Section 16 filings. Partnering with the Finance organization regarding capital allocation and debt-related matters, including re-financings, stock repurchases, etc. Managing the securities trading compliance program. Ensuring the company’s interests are optimally protected in mergers and acquisitions and other strategic transactions. Overseeing the structure of domestic and international entities. Supporting the strategy and initiatives of the company. Preparing public securities filings, including Forms 10-K, 10-Q, 8-K, proxies and Section 16 filings. Providing legal advice on disclosure matters, including investor presentations, press releases, and other corporate internal and external communications. Ensuring compliance with NASDAQ listing rules and requirements. Leading a robust disclosure committee process. Advising on corporate governance matters, including drafting resolutions, preparing board and committee meeting materials and agendas and maintaining corporate records. Drafting and negotiating key transaction agreements, including mergers and acquisitions agreements, and provide clear legal advice on these matters; conduct and lead due diligence. Managing the corporate entity structure, including formation and maintenance of domestic and international subsidiaries and restructuring of corporate entities. Coordinating stock option and equity programs in partnership with Finance and Human Resources. Selecting and directing the work of outside counsel, including defining project objectives and managing projects.
Qualification and Experience
The candidate must have a Juris Doctorate from a top tier law school. Should have 8-10+ years of experience in corporate governance, securities, M&A and strategic transactions, with experience both at a top tier law firm and as in-house counsel.