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Years of Experience
Date Last Verified
Senior Counsel The candidate will provide legal advice on matters relating to securities law compliance and disclosure, including corporate governance matters. Will also provide advice and support for securities/disclosure aspects of corporate transactions, such as M&A, and finance projects. Prepare and review informal disclosure (earnings and other press releases, slides for earnings calls and investor conferences). Prepare, review and file formal disclosure (SEC filings), including: periodic and current reports (Forms 10-K, 10-Q and 8-K), proxy statements, annual reports to stockholders and Section 16 reports (Forms 3, 4 and 5) for directors and executive officers. Lead process for registered offerings, issuances and repurchases of debt securities, including creation and maintenance of due diligence files and assistance with due diligence review. Support and advise Companyâ€™s Disclosure Committee on disclosure-related and other matters, including preparation and review of meeting materials. Ensure compliance with the Companyâ€™s governance documents (Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Committee charters), New York state corporate law and New York Stock Exchange governance-related listing standards. Keep abreast of regulatory changes, evolving best practices and changing expectations of shareholders and proxy advisors in the area of corporate governance. Assist in other areas of corporate law (executive compensation, M&A, financing transactions) as needed. Effectively communicate with internal clients and other stakeholders. Discern between business and legal issues. Conduct training on relevant legal issues & concepts. Participate in legal and business meetings. Learn business and industry inside and out. Manage budgets generally less than $500,000. Insure consistent implementation of legal department SOPâ€™s.
Qualification and Experience
The candidate should have at least 7 years or equivalent legal experience as practicing attorney in securities compliance and corporate governance areas at law firm serving public company clients (or at public corporation). Legal expertise in ensuring public company compliance with 1933 Securities Act registration obligations and 1934 Securities Exchange Act reporting obligations. Experience advising public companies on public disclosure and the governance aspects of the Sarbanes-Oxley Act and Dodd-Frank Act, related SEC rules, and the NYSE corporate governance listing standards. Excellent written and oral communication skills. Highly organized, detail-oriented and able to manage and think analytically about projects. Demonstrated ability to work independently with minimal supervision.
Must have attention to detail, a bias for action and a collaborative attitude, legal research capability, strong written and oral communication skills and excellent organizational and project management skills. Must be capable of performing job responsibilities within specified, and frequently shortened, internal and external deadlines, have the ability to handle multiple priorities, and work with minimal supervision. Ability to be flexible and adaptable when dealing with tough calls
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