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Job Description
Description
About the Role
Reporting to the Senior Vice President and General Counsel, this role serves as the company’s securities law expert. The Securities Lawyer ensures compliance with the Securities Exchange Act of 1934, Section 16 reporting, and corporate governance requirements. Key responsibilities include managing SEC filings (10-K, 10-Q, proxy statements, insider disclosures), supporting corporate governance (board materials, meeting minutes, subsidiary oversight), and advising on securities law implications of M&A activities. Success requires expertise in securities law, corporate governance, and cross-functional collaboration with executives, the board, and external stakeholders, providing practical legal counsel to mitigate risks and support strategic goals.
Key Responsibilities
34 Act Reporting Compliance
- Manage the preparation, review, and submission of SEC filings (10-K, 10-Q, 8-K, etc.).
- Ensure accurate, timely disclosures in collaboration with finance, investor relations, and auditors.
- Monitor securities law developments and provide proactive compliance guidance.
- Oversee proxy statements, annual reports, and public company disclosures.
Section 16 Reporting & Insider Compliance
- Administer Section 16 filings (Forms 3, 4, and 5) and ensure insider trading compliance.
- Advise executives and directors on reporting obligations and blackout periods.
- Prepare beneficial ownership reports under Sections 13(d) and 13(g).
Corporate Governance & Board Support
- Support corporate governance and compliance with best practices and legal requirements.
- Prepare and manage board/committee materials, meeting minutes, and shareholder communications.
- Advise on executive compensation, stock option plans, and related governance issues.
Subsidiary Maintenance and Compliance
- Oversee governance and regulatory compliance for domestic and international subsidiaries.
- Maintain corporate records and ensure timely filings with regulatory bodies.
M&A Legal Support
- Provide securities law guidance on M&A transactions, including due diligence and filings.
- Support integration and post-transaction compliance for acquired entities.
General Legal Support
- Offer counsel on corporate, securities, and regulatory matters.
- Collaborate with internal teams and external stakeholders on compliance and strategic initiatives.
- Stay current with regulatory changes and provide guidance on corporate governance and filings.
Qualifications, Experience, and Key Skills
- JD from an accredited law school; active bar membership in good standing.
- 5–7+ years in U.S. securities law, focusing on public company reporting and compliance.
- Extensive knowledge of the Securities Exchange Act of 1934, including 34 Act reporting (10-K, 10-Q, 8-K) and Section 16 filings.
- Proven experience in corporate governance, board support, and subsidiary oversight.
- Proficiency with SEC EDGAR systems, insider trading policies, and executive compensation plans.
- Strong analytical, problem-solving, and risk mitigation abilities.
- Exceptional communication skills for legal and non-legal audiences.
- Effective leadership and cross-functional collaboration in dynamic environments.
- Familiarity with capital markets, corporate finance, and transactional legal work.
