Description:

About the role:
Join our growing team! An Insurance Company is looking for an Associate General Counsel, Securities and Deputy Corporate Secretary, who will play an important role in the preparation for future securities offerings and advise on a wide range of other securities-related matters, including regulatory compliance, SEC and SOX compliance, corporate and board governance, required disclosures, insider trading, and investor relations. He or she will provide advice and support to the Board, Chief Legal Officer, Executive Management and employees on these topics as appropriate. They will also prepare and file, in coordination with the Chief Accounting Officer, the Chief Financial Officer and our Investor Relations team, all SEC and other filings to the extent applicable. From time to time this Attorney may be required to provide other legal support to the business.

Responsibilities:

Advise company on federal and state securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, and other relevant regulations (such as Sarbanes-Oxley, Dodd-Frank, Regulation FD and the JOBS Act).
Primary responsibility for the legal aspects of any SEC required disclosures in the registration statement, prospectus and other periodic filings such as 10-Ks, 10-Qs, 8-Ks, and proxy statements. Responsibility for reviewing the accuracy and completeness of the company's financial statements.
Responsibility for reviewing the terms of the offering and assisting in the closing.
Monitor SEC and stock exchange rules and corporate governance developments.
Advise company on securities law issues related to mergers, acquisitions, tender offers, and other corporate restructurings.
Support the maintenance of and compliance with trading windows, support the creation and termination of 10b5-1 plans, creation and filing of all Section 16 forms for Section 16 officers.
Lead the Section 16 compliance tracking reporting for Board and NEOs.
Primarily responsible for developing and compliance with the insider trading policy and appropriate training for employees
Review and provide strategic advice on policies of proxy advisory firms, institutional investors and other rating agencies.
Provide counsel and training to employees and others on insider trading, market manipulation, and other violations of securities law.
Support the Chief Legal Officer in preparation for and organization of Board Meetings including Audit, Compensation and Nominating and Governance Committee meetings, including all supporting materials, minutes and resolutions.
Draft board resolutions and maintain signature records.
Assistance with subsidiary management and compliance matters.
Manage process annual D&O questionnaire process and documentation with Board and NEOs
Conduct legal research, due diligence, and risk assessments related to securities transactions, investments, and other corporate activities.
Work with a wide range of internal clients including senior executives across Canada and the US.
Reviews any press releases and other communications to ensure compliance with securities regulations.

Requirements:

Juris Doctorate (JD) degree is required, as well as being a member of a State Bar in good standing.
Minimum of 8-12+ years' experience in securities and/or corporate law (particularly in SEC compliance), board and corporate governance, capital markets or regulatory enforcement, all resulting in a proven record of professional excellence and achievement.
In-depth knowledge of securities laws, regulations, and legal precedents.
Strong research, writing, and analytical abilities.
Ability to work with complex legal and financial documents.
Experience working effectively within a team oriented collaborative organization with an eagerness to learn the insurance brokerage industry.
Experience or strong interest in the insurance brokerage industry, financial services, or other related regulated industry is a plus.
Proficient in the use of Microsoft Word and Teams, required; PowerPoint, Excel and SharePoint competence is preferred.
Demonstrated record of providing substantive/technical legal advice and support to clients.
Strong project management skills, including ability to manage multiple projects simultaneously and effectively to completion.
Positive client-service attitude.
Detail oriented, with excellent organizational skills.
Exercises good judgment.
Ability to issue spot and summarize key points succinctly.
Ability to be flexible and adaptive.
Intellectual curiosity and a high degree of integrity.