Assistant General Counsel, Securities & Corporate Governance
Overview
A global public company is seeking an experienced attorney to serve as a strategic advisor to executive leadership and the Board of Directors on corporate governance, securities law, and corporate secretary matters. This individual will play a critical role in overseeing board governance, SEC compliance, shareholder engagement, and public company disclosure obligations.
Reporting directly to the Chief Legal Officer, this is a highly visible position with regular interaction with senior executives and directors, and requires an on-site presence five days per week.
Key Responsibilities
- Serve as the primary legal advisor on corporate governance matters, board operations, and corporate secretary activities.
- Partner closely with executive leadership and the Board of Directors on governance strategy, regulatory developments, and stakeholder engagement.
- Lead preparation of Board and Committee materials, agendas, resolutions, minutes, and governance documentation.
- Oversee compliance with SEC reporting and disclosure obligations, including 10-K, 10-Q, 8-K, proxy statements (DEF 14A), Section 16 filings (Forms 3, 4, and 5), and other securities law requirements.
- Lead the annual proxy process, shareholder meeting preparation, shareholder proposals, voting matters, and governance-related investor communications.
- Advise on Nasdaq and other stock exchange requirements, evolving governance standards, proxy advisory firm expectations, and institutional investor trends.
- Administer insider trading compliance programs, trading windows, blackout periods, director and officer questionnaires, and director onboarding activities.
- Oversee corporate records, entity management, subsidiary governance, and related corporate maintenance matters.
Qualifications
- J.D. from an accredited law school and active bar membership.
- 10-15+ years of experience in corporate governance, securities law, and public company legal matters.
- Prior Corporate Secretary or Assistant Corporate Secretary experience strongly preferred.
- Proven experience managing Board processes, governance frameworks, and shareholder-facing matters.
- Significant experience supporting public company Boards of Directors, Board Committees, and executive leadership teams.
- Deep knowledge of SEC reporting and disclosure requirements, including 10-Ks, 10-Qs, 8-Ks, proxy statements, Section 16 reporting, and stock exchange compliance.
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