Senior Counsel - Corporate & Securities

Description:

An American Entertainment Company is home to many of the greatest stories and characters in TV and film and the premier destination for passionate and engaged fan communities around the world.

We create and curate celebrated series and films across distinct brands and make them available to audiences everywhere. Our portfolio includes targeted streaming services AMC+, Acorn TV, Shudder, Sundance Now, ALLBLK and HIDIVE; cable networks AMC, BBC America, IFC, Sundance TV and WE tv; and film distribution labels IFC Films and RLJE Films. The company also operates AMC Studios, our in-house studio, production, and distribution operation behind acclaimed and fan-favorite originals including The Walking Dead Universe and the Anne Rice Immortal Universe, and An American Entertainment Company, our international programming business.

We are currently seeking a Senior Counsel, Corporate and Securities to join our legal team based in our New York, New York headquarters.

Job Summary:
?Primary responsibility of this position is to support the Corporate Secretary function and assist on U.S. securities, debt compliance, corporate governance and other corporate law matters. This position will be responsible for preparing various materials for the Company's Board and Committee meetings and overseeing Board and Committee mailings, preparing and filing all of the Company's Section 16 reporting (Form 3, 4 and 5) and reviewing the Company's periodic SEC filings (10Ks, 10Qs, 8Ks, Proxy Statements), Schedule 13Ds to ensure compliance with '34 Act requirements.? This position will also assist with compliance with credit facilities and indentures. This position also will be responsible for subsidiary management and related subsidiary corporate governance matters. This position will also draft and negotiate a variety of corporate commercial agreements and provide day-to-day advice and counsel on a broad range of corporate, securities and governance matters to various corporate departments.?This position will report to the Executive Vice President and Corporate Secretary of An American Entertainment Company.

Job Responsiblities
Corporate Governance and Securities Legal Support:

• Assist in preparing various materials for the Company's Board and Committee meetings including preparing agendas, written consents and resolutions and oversee mailings of materials to Board and Committee members.
• Manage drafting of Proxy and process generally, including gathering information from various business units for populating Proxy and assist with Internal Audit request for back-up; advise on disclosure issues and provide guidance to business units providing data
• Review/revise relevant portions of SEC filings (10Qs/Ks, Form 8Ks, Form 4s) and keep up to date on new SEC regulations and advise senior management on such developments
• Manage D&O Questionnaire process, including updating questionnaires, coordinating distribution, review of completed questionnaires for disclosure issues
• Prepare Form 3/4/5 filings and manage Section 16 compliance program
• Manage NASDAQ compliance and complete any required filings and notices
• Assist in the drafting of written consents, annual shareholder and director consents, minutes and resolutions for all Company subsidiaries
• Assist with related party transactions; maintain records of transactions and completed approval paperwork; maintain inter-company agreements; draft various amendments/updates as arrangements change; coordinate among various business units to gather information when documenting terms of arrangements on ongoing basis
• Assist with various aspects of annual shareholders meeting, including coordination of materials, volunteers and logistics, etc.
• Oversee subsidiary management and compliance with various states

Debt and Credit Facilities Compliance and Legal Support to Treasury Department:

• Assist with legal compliance with the Company's credit facilities and indentures.
• Provide legal counsel to senior management of the Accounting, Tax and Treasury departments on various matters, including all matters affecting the Company's debt instruments
• Review/negotiation of bank account agreements and support credit agreement compliance
• Assist with transfer agent and equity plan administration matters
• Review various agreements for Treasury Department

• Draft and negotiate commercial corporate contracts, engagement letters, and non-disclosure agreements for various departments in the Company
• Assist with other legal corporate projects and tasks as requested
• Devote time and resources to keep current on relevant corporate laws, to keep abreast of legal legislative and regulatory issues and anticipate trends and changes

Qualifications (Required & Preferred)

• J.D. from a top accredited law school, strong academic credentials.
• Member of NY Bar in good standing.?
• Minimum 5-8 years of experience of corporate legal experience in a top law firm.
• Knowledge of securities and corporate finance experience required
• Committed to working with integrity and producing excellent, accurate work in a timely manner
• Good judgment and ability to set priorities.
• Demonstrated creative, flexible problem-solving skills and attention to detail
• Ability to work in a high-pressure environment
• Excellent oral, written skills and advance computer skills.
• Excellent organizational skills and ability to manage multiple projects at once, follow through and meet deadlines.

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