This attorney will provide effective, responsive, and strategic legal advice on corporate governance and other public company matters as part of MetLife’s Corporate Secretary’s Office. The attorney will have an impact on MetLife’s corporate governance, which facilitates decision-making by the Board of Directors and executive management.
- Provide strategic advice and expert counsel on public company corporate governance legal aspects (e.g., drafting and providing rule check of proxy statement, shareholder proposals and “no action” requests, SEC and NYSE disclosure requirements).
- Partner effectively with executives from various businesses and functional areas to produce Board of Directors memoranda, presentations, resolutions, disclosures and other communications, and related materials.
- Assist in the operations of the corporate secretarial function; e.g., organizing agendas, logistics, minute drafting and execution of Board meetings.
- Supervise the work legal assistants.
- Analyze Directors and Officers Questionnaires and determine director independence, financial literacy and qualifications under NYSE and SEC.
- Review and periodically update Bylaws, Corporate Governance Guidelines, Board Committee Charters and other governance documents, ensuring they meet all requirements and are consistent with best practices.
- Support the Board of Directors’ annual board evaluation, handling of shareholder proposals, onboarding of new directors, processing of director compensation payments and related disclosures, and other such activities as may be necessary.
- Draft and edit effective corporate governance documents and communications such as Board and Committee charters, corporate bylaws, Board memoranda and presentations, with scrupulous attention to detail and accuracy.
- Reports to: Deputy Corporate Secretary, Assistant General Counsel and Public Company Governance Practice Group Lead
- Key Stakeholders: Board of Directors, Executive Leadership Team, senior management, Legal Affairs colleagues.
- J.D. degree
- Three or more years of legal experience in public company on corporate governance matters, including board meeting support.
- Ability to identify and resolve legal issues related to public company corporate governance and disclosure through research, analysis, and developing practical and well-reasoned solutions.
- Familiarity with SEC rules, NYSE rules, and related considerations, particularly as they apply to public company disclosures, board composition, director independence, conflicts, and related person transactions.
- Able to work independently; exercise good judgment in determining when to consult management, colleagues, and clients.
- Handle substantial and varied workload and time sensitive situations effectively, with the ability to prioritize
- In-house experience
- Familiarity with environmental, social and governance (ESG) issues