Counsel, Corporate Governance & Securities
Position Summary
We're seeking an experienced legal professional to lead corporate governance, public company compliance, and entity management functions. This role supports the board of directors, ensures regulatory compliance, and provides legal guidance on corporate transactions, while managing a small legal team.
Job Responsibilities
- Organize board, committee, and shareholder meetings, including agendas, minutes, and follow-ups.
- Maintain corporate records and ensure compliance with governance standards and legal requirements.
- Advise on governance best practices and support board policy development.
- Manage board operations, including annual calendars and meeting logistics.
- Lead preparation and filing of SEC reports (10-K, 10-Q, 8-K, proxy statements, Section 16).
- Oversee disclosure controls and advise on Reg FD, insider trading, and earnings communications.
- Partner with Finance, IR, and Communications to ensure consistent and compliant disclosures.
- Ensure adherence to NYSE and SEC regulations.
- Oversee governance and compliance for U.S. and international subsidiaries.
- Coordinate with external counsel on global entity requirements and filings.
- Provide legal oversight for M&A, financing, and other strategic transactions.
Qualifications
- J.D. from an accredited U.S. law school; licensed in Illinois or eligible for in-house registration.
- 10+ years of legal experience, with a focus on public company governance and securities law.
- Deep knowledge of SEC rules, Exchange Act filings, SOX, and NYSE compliance.
- Experience with international governance and cross-border entities.
- Familiarity with ESG reporting and shareholder engagement.
- Background in a mid-to-large public company.
FAQs
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