Securities Counsel
Our client, a publicly traded manufacturer, is seeking a Securities Attorney to support the company's legal and compliance functions. This role will play a key part in managing the company's public company reporting obligations and corporate governance matters. The ideal candidate will have hands-on experience with SEC filings, strong knowledge of securities laws, and the ability to work cross-functionally in a fast-paced environment.
Key Responsibilities
SEC Reporting & Disclosure
- Prepare, review, and support the timely filing of periodic and current reports, including:
- Forms 10-K, 10-Q, and 8-K
- Proxy statements (DEF 14A)
- Coordinate with finance, accounting, investor relations, and external advisors to ensure accurate and compliant disclosures
- Assist in drafting and reviewing earnings releases, investor presentations, and other public disclosures
- Maintain and enhance disclosure controls and procedures
Section 16 & Insider Compliance
- Prepare and file Section 16 reports (Forms 3, 4, and 5)
- Advise directors, officers, and other insiders on reporting obligations and trading compliance
- Assist in administering insider trading policies, including trading windows and Rule 10b5-1 plans
Corporate Governance
- Support the Board of Directors and Board Committees, including preparation of materials and minutes
- Assist with annual shareholder meeting planning and execution
- Advise on corporate governance best practices and regulatory requirements
- Help maintain corporate policies, charters, and governance documentation
Legal & Regulatory Guidance
- Monitor SEC and stock exchange rule developments and advise on emerging requirements
- Support corporate transactions and strategic initiatives as needed (e.g., equity offerings, M&A)
- Collaborate with internal stakeholders on compliance-related matters
Qualifications
- J.D. from an accredited law school and active bar membership
- 3+ years of relevant experience in securities law at a law firm or in-house legal department
- Strong experience preparing and reviewing public company filings, including 10-Ks, 10-Qs, 8-Ks, and proxy statements
- Working knowledge of Section 16 reporting and corporate governance practices
- Preferred: Advise on credit agreements, bond indentures, and other financing matters; draft and review related documentation
- Preferred: Advise on executive compensation matters, including regulatory compliance, disclosures, incentive plans, equity plans, and compensation committee support
- Excellent drafting, analytical, and organizational skills
- Ability to manage multiple priorities and deadlines in a fast-paced environment
- Strong communication skills with the ability to partner cross-functionally
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