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Associate General Counsel - Securities/Assistant Corporate Secretary The candidate will work as part of a team of corporate governance and securities professionals to support the Board and its committees and senior management (including the Finance, Executive Compensation and Investor Relations teams). Will report directly to the SVP, General Counsel & Corporate Secretary and will assist with all functions of the Corporate Secretary. Will be drafting disclosure for and preparing SEC filings, including Forms 10-K, 10-Q and 8-K, and Forms 3, 4 and 5 for executive officers and directors; Serving as a thought leader on corporate governance issues for the company, including keeping the Board and senior management informed of corporate and legal responsibilities, New York Stock Exchange listing requirements and best practices; Drafting corporate governance policies and the proxy statement; Leading preparation for the annual meeting of shareholders; Ensuring compliance with all regulatory requirements, including federal securities laws, stock exchange listing requirements and regulations applicable to a company incorporated in the U.K.; Leading and managing the corporate subsidiary management process (legal entity creation, dissolution and reorganization); Advising the Executive Compensation team on proxy statement disclosure and the legal aspects of various compensation plans and programs; Advising the Finance team on debt and equity offerings; Advising the Investor Relations team on various areas of disclosure including earnings releases and press releases; and Other duties as needed.
Qualification and Experience
The candidate should have J. D. degree; must be a member of a U.S. state bar (and must obtain “Authorized In-House Counsel” status from State of Connecticut). Should have 4 years of professional experience including in-house experience and training at a top-tier law firm in the corporate and securities practice; Experience in corporate secretarial responsibilities including taking minutes, drafting board resolutions, 8-Ks and proxy statements; Experience working with and advising senior corporate leaders. Should have strong analytical and project management skills and the ability to juggle needs of multiple stakeholders; Excellent writing and communication skills; and Ability to identify, prioritize and resolve issues quickly and effectively.
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