Job Details

Specialist, Corporate Governance

Company name

Boehringer Ingelheim

Organization Type

In-House

Job Type

Legal Staff

Date Last Verified

Jul 17, 2020

Valid Through

Oct 30, 2020

Posted on

Jun 25, 2020

Years of Experience

Min 5 yrs required

Location

Ridgefield, CT, United States

Employment Type

Full-time

Industry

Legal
Practice Area
Corporate >> Corporate - General
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Profile

Specialist, Corporate Governance
Duties: Maintain up-to-date and accurate Corporate Minute Books for all US entities, including preparation and filing of resolutions, annual reports, appointments, powers of attorney and other statutory filings. Assisting with the documenting, implementing and improving of related procedures. Interpret Bylaws, charters (i.e., Articles/Certificates of Incorporation) and corporate resolutions for all businesses in order to ensure compliance with proper corporate governance and record-keeping. Work with external counsel and conduct legal research as needed. Prepare, process and monitor correspondence and consents for Stockholder and Directors to assure compliance with the corporations’ Certificates of Incorporation, Bylaws, federal and state laws, and internal requirements for consents by the Board of Directors of each corporate entity. Advise on,and maintain (if required) actions requiring Board Consent for each corporate entity. Insure that all actions approved by the Stockholders and the Directors are disseminated to the appropriate individuals. Provide Certifications by Secretary of resolutions adopted by the Boards of Directors. Prepare and process appropriate documentation for the creation, dissolutions, and mergers of corporate entities, and insure that appropriate filings are made with the corresponding Secretaries of State of incorporation and with the Secretaries of State where there is foreign representation or where BI is doing business. Schedule, organize, create agendas and prepare Board meeting books for scheduled Board meetings and process the minutes prepared by the Corporate Secretary or her designee of such meetings. Ensure that the Boards’ actions are in compliance with good corporate governance principles. Prepare and process Annual Stockholder(s) and Directors Consents in lieu of annual meetings if not actually held. Maintain current and historical Corporate Data information for all corporations including corporate legal entity charts. Perform special projects for senior management team and the Board of Directors from time to time as needed. Prepare, execute and maintain records of Delegations of Signing Authority and other executive actions as required for each corporate entity. Act as liaison for the Registered Agent for BI USA and its subsidiaries. Work to prepare and file with the appropriate Secretaries of State, applications and annual reports for authorizations for BI USA or its subsidiaries to do business and coordinate such filings with the Tax Department. Serve as an initial point of contact for internal requests for corporate documentation and general corporate support, including assisting with corporate governance aspects of corporate transactions, such as M&A activity, real estate transactions, and financing topics, as needed, including integration and transition activity.

Qualification and Experience

Requirements: Bachelor’s Degree from an accredited institution preferred, but will consider Associate of Science Degree in combination with appropriate and relevant experience. 5+ years of experience as a corporate governance paralegal or similar function in a corporate legal department or law firm, experience with publicly traded company preferred. Requires understanding of Corporate Governance principals and how they apply to a privately owned company. Strong ability to effectively utilize Microsoft Office suite of tools (Word, Excel, PowerPoint, Visio, Project, Access, SharePoint, etc.) and intermediate/Advanced skills in Word. Strong and effective verbal and written communication skills with colleagues in the US offices and across the world.

Additional info

Ref-207797

Company info

Hiring Coordinator
Boehringer Ingelheim
900 Ridgebury Rd.
Ridgefield, CT 06877

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