Securities Counsel
Securities & Corporate Counsel
Position Overview
A publicly traded, Fortune 500 company is seeking a Securities & Corporate Counsel to provide legal support on a broad range of securities law, corporate governance, SEC reporting, public company compliance, and finance-related matters. Reporting to the Vice President, Associate General Counsel, this attorney will serve as a key advisor to senior leadership, finance, treasury, investor relations, human resources, and corporate governance stakeholders.
This role offers an opportunity to work on high-profile public company matters, including SEC filings, disclosure obligations, corporate governance initiatives, executive compensation, and capital markets activities.
Key Responsibilities
Securities Reporting & Disclosure
- Lead the preparation, review, and filing of SEC reports and disclosures, including:
- Forms 10-K, 10-Q, and 8-K
- Proxy statements
- Registration statements
- Quarterly earnings releases
- Investor presentations and communications
- Advise on disclosure obligations and securities law compliance.
- Monitor regulatory developments and ensure ongoing compliance with SEC, stock exchange, and other applicable requirements.
Corporate Governance & Corporate Secretary Support
- Support Board of Directors and Board Committee governance activities.
- Prepare and review meeting materials, resolutions, minutes, charters, and governance documents.
- Assist with annual shareholder meetings and related governance initiatives.
- Advise management on corporate governance best practices and regulatory developments.
Public Company Compliance
- Provide counsel on:
- Regulation FD
- Insider trading compliance
- Section 16 and ownership reporting
- Executive compensation disclosures
- Stock plan administration
- Dodd-Frank and related regulatory requirements
- Support compliance with applicable stock exchange listing standards.
Finance & Treasury Matters
- Provide legal support for financing transactions and treasury initiatives.
- Review, negotiate, and advise on:
- Credit facilities
- Banking arrangements
- Bond indentures
- Debt offerings and related documentation
- Assist with rating agency interactions and capital markets activities.
Executive Compensation & Equity Programs
- Advise on executive compensation programs and related governance matters.
- Support:
- Equity incentive plans
- Performance-based compensation arrangements
- Compensation Committee activities
- Severance and change-in-control agreements
- Related disclosures and reporting obligations
General Corporate Support
- Provide legal guidance on strategic business initiatives, commercial transactions, and special projects.
- Collaborate with internal stakeholders and manage outside counsel as needed.
- Support mergers, acquisitions, and other corporate transactions as required.
Qualifications
Required
- Juris Doctor (J.D.) from an accredited law school.
- Licensed attorney in good standing with at least one U.S. state bar.
- 3-5+ years of experience in securities law, SEC reporting, corporate governance, and public company compliance.
- Strong understanding of securities regulations and disclosure requirements.
- Excellent drafting, analytical, and communication skills.
- Ability to manage multiple priorities and work effectively in a fast-paced environment.
- Demonstrated business judgment and stakeholder management skills.
Preferred
- Experience supporting public company finance and treasury functions.
- Experience with executive compensation, equity plans, employee benefits, or related governance matters.
- Background in corporate transactions, mergers and acquisitions, or capital markets.
- Experience working with or managing outside counsel.
- Familiarity with NYSE or Nasdaq listing requirements.
Desired Attributes
- Strategic and business-minded legal advisor
- Strong interpersonal and relationship-building skills
- Collaborative team player with a proactive mindset
- Highly organized with strong attention to detail
- Effective communicator capable of interacting with executives and board members
- Ability to thrive in a dynamic, evolving business environment
FAQs
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