Assistant General Counsel - Securities & Corporate Governance

Job description

Responsibilities include but are not limited to: Provide legal support and partner with cross functional teams on a wide range of corporate and securities law compliance matters, including but not limited to support in connection with the preparation and filing of SEC reports (Forms 10-K/Q, 8-K, Section 16, registration statements, etc.) and proxy statements, shareholder proposals, shareholder engagement, executive compensation disclosures, and other regulatory compliance matters.

Assist in reviewing earnings and other press releases, investor presentations, internal communications and other announcements to ensure accurate and timely disclosures to investors, regulatory bodies, and the public. Support the Deputy General Counsel and Corporate Secretary in organizing and scheduling shareholder and Board and Committee meetings, preparing and drafting meeting materials and resolutions, managing Board/committee communications, maintaining corporate minutes and records, and overseeing the onboarding and training of directors.

Oversee entity management and maintain legal entity management database, ensuring compliance with legal requirements and corporate governance. Assist with transactional matters, such as mergers and acquisitions, debt and equity financings, etc. Supervise the work of legal staff in the corporate secretarial function. Provide advice and counsel on a wide range of legal and business matters related to securities regulation, corporate governance, and broader corporate law matters.

Monitor changes in legal requirements and best practices for public company corporate governance and help ensure policies and procedures are in place to address such changes.

Qualifications

Required Skills

Comprehensive knowledge of SEC rules and regulations, Sarbanes-Oxley, NYSE/NASDAQ stock exchange listing and governance requirements, corporate governance principles, practices, and SEC and banking regulations, including expectations of institutional investors and proxy advisory firms. Significant experience with coordination and timely filing of disclosure documentation with the SEC and listing exchanges, as well as the ability to draft and edit effective disclosure filings, corporate governance documents, and communications.

Ability to navigate a fast-paced environment and work collaboratively with members of executive and senior management, the legal team, and other colleagues. Ability to handle multiple projects, priorities, and stakeholders efficiently and effectively. Impeccable attention to detail, unwavering commitment to excellence, and the highest standards of integrity. A "roll-up the sleeves" approach and a "can do" problem solving style.

Required Experience

Juris Doctorate and minimum 5 years of relevant corporate and securities experience at a law firm and/or in-house experience in a corporate or securities compliance function at a public company. Law degree and active state bar membership in good standing required.

Preferred Experience

Experience in supporting corporate secretary functions for a publicly traded company and maintaining corporate records, preparing board materials, and managing board communications[WK1.1][AR1.2]. Banking or Financial Services experience or other relevant regulated industry experience may be considered.