Description:
Overview:Associate Director, Corporate Counsel will work closely with the members of Corporate Secretary's office, the broader legal team and other functional areas across the company providing legal support on a wide variety of corporate matters focused on the federal securities laws, corporate governance, shareholder relations, executive compensation, board of directors and committee matters, Section 16 compliance, and corporate finance transactions (including public and private securities offerings).
Responsibilities:
- Responsibilities will include, but not necessarily be limited to, the following:
- Provide advice and counsel on a wide variety of corporate matters focused on federal securities law, executive compensation and corporate finance transactions.
- Provide advice on compliance with SEC and NASDAQ rules and regulations.
- Assist in preparation of board and committee agendas, meeting materials, resolutions, and minutes.
- Assist in the preparation of SEC disclosure documents, including Forms 10-K, 10-Q and 8-K, and proxy statements and providing advice on quarterly earnings materials, the annual report to shareholders, and the responsibility report.
- Provide support for all public and private securities offerings (both debt and equity).
- Monitor and provide advice regarding corporate governance practices to encourage adherence to best practices.
- Assist in M&A transaction matters, such as acquisitions, divestitures and joint ventures, as may arise from time to time.
- Assist in administration of equity compensation programs and Section 16 filings.
- Monitor compliance with the insider trading policy and insider trading laws.
- Assist in the preparation for and conduct of the annual shareholders meeting.
Basic Qualifications:
- JD Degree from an accredited Law School
- Licensed attorney with a minimum 5 years of relevant experience working for a law firm and/or as in-house counsel for a publicly traded corporation with exposure to the corporate secretarial function
- Substantial knowledge of securities law and exchange rules and experience in maintaining corporate compliance with SEC, NASDAQ and other legal requirements applicable to a publicly traded company, including monitoring developments in securities laws and exchange rules to ensure continued compliance, and assisting in the preparation of 1934 Act reports, including 10-K, 10-Q, 8-K, and proxy statement filings.
- Member in good standing of the bar of a state, a territory of the United States, or the District of Columbia and ability to obtain a NJ limited in-house counsel license.
- Demonstrated adaptability and efficiency in a fast-paced work environment.
- Skilled in collaborating cross-functionally with diverse teams to align objectives and deliver results.
- Readiness to partner with relevant functions to build business acumen, developing a deep expertise in the details of the organization.
- Excellent analytic, writing, editing, oral advocacy and interpersonal skills.
- Ability to engage diplomatically with a variety of audiences across all levels of the organization and externally.
- Must have excellent communication skills (verbal and written).
- Highly organized with a strong attention to detail, clarity, accuracy and conciseness.
- Highly proficient in Microsoft Office (Word, Excel, PowerPoint, Outlook); experience with Workiva a plus.
- Ability to handle complexity, multiple demands with a sense of urgency, drive and energy and a high degree of discretion and confidentiality.
