Counsel/Senior Counsel
- Advise the Board of Directors, Board committees, and senior management on corporate governance matters, including governance best practices, fiduciary duties, and Delaware corporate law.
- Support the Board Nominating and Governance Committee, including Board composition, director independence, related person transactions, and stockholder proposals.
- Draft and review governance-related disclosures in the proxy statement and other public filings.
- Lead and support the planning and execution of Board and committee meetings, including preparing materials, drafting minutes and resolutions, and coordinating logistics and follow-up.
- Advise on interlocking directorate matters, including assessing compliance with Section 8 of the Clayton Act, evaluating board overlaps, and coordinating risk mitigation efforts with antitrust counsel.
- Lead the drafting, review, and filing of the annual proxy statement.
- Lead and coordinate the planning and execution of the annual meeting of stockholders.
- Advise on stockholder proposals, including Rule 14a-8 matters, and participate in stockholder engagement initiatives.
- Support the preparation and review of SEC reports and public disclosures.
- Provide legal counsel on U.S. securities laws and regulations and NYSE listing standards.
- Advise on disclosure controls, compliance matters, and executive compensation disclosures, as appropriate.
- Monitor SEC rulemaking and emerging regulatory developments and translate implications into actionable guidance.
- Provide legal support for governance and compliance processes, including Section 16 reporting, insider trading compliance, Rule 10b5-1 plans, and director compensation.
- Partner with cross-functional teams-including Finance, Investor Relations, Corporate Affairs, and Human Resources-to support public company obligations and strategic initiatives.
- Support corporate policies, compliance initiatives, and broader enterprise governance programs.
- Contribute to the development, enhancement, and scaling of internal governance and disclosure processes.
- Support corporate transactions and other strategic initiatives.
- Coordinate with and manage outside counsel, as appropriate.
- Operate independently, manage competing priorities, and proactively drive matters to completion.
- Provide guidance and mentoring to legal analysts, including reviewing work product and coordinating deliverables across governance and securities workstreams.
- Juris Doctor (J.D.) and active bar membership
- Minimum of 5+ years of relevant experience in corporate governance and securities law
- Experience advising boards of directors and supporting board committees
- Experience drafting board and committee materials and minutes
- Experience with SEC reporting, proxy statements, and annual meetings
- Experience with stockholder proposals and stockholder engagement
- Strong knowledge of NYSE listing standards and Delaware corporate law
- Experience at a major law firm and/or in-house at a public company
- Exercises sound judgment and provides practical, business-oriented legal advice
- Communicates complex legal concepts clearly and concisely to diverse stakeholders
- Demonstrates exceptional attention to detail and commitment to accuracy in drafting, review, and governance processes
- Applies technology and digital tools, including AI, to improve efficiency, strengthen processes, and support continuous improvement
- Demonstrates strong organizational, analytical, and project management capabilities
- Builds effective relationships and collaborates across functions and levels of the organization
- Operates with flexibility, accountability, and a commitment to excellence in a dynamic, high-impact environment involving complex, high-visibility, enterprise-level legal and governance matters.
U.S. Regulatory Notice
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