Corporate Counsel

Company Name:
Corporate Counsel
The candidate advises on complex securities, corporate governance and equity issues, including Sarbanes-Oxley compliance, NYSE reporting and compliance, stock administration, ISS and stockholder proposals. Drafts and reviews periodic filings such as 10-Ks, 10-Qs, 8-Ks, proxy statements and Forms 3, 4 and 5, and NYSE reports. Develops and maintains policies and procedures for corporate and securities matters of a public company, creating consistency and standards in the company s approach to such matters. Monitors and evaluates the implementation of governance policies and directives, and recommends proposals to achieve the company s overall strategic objectives. Assists assistant general counsel/corporate secretary with board of director and committee meetings and communications, including resolutions, minutes, materials and correspondence. Works directly with company personnel at the direction of the general counsel/corporate secretary (e.g. Tax, Audit, Compensation and other teams) in the gathering, reviewing, analyzing and distributing of board materials and pertinent information. Assists with corporate transactions, including mergers, acquisitions, dispositions, capital markets and financings, and helps to support the corporate development and treasury teams. Drafts and negotiates documentation for mergers, acquisitions, dispositions and dissolutions of corporations, partnerships and/or limited liability companies. Assists with maintaining international subsidiary structure. Works collaboratively and creatively with all business units and provides broad spectrum legal support in identifying and mitigating risk issues. Identifies development/training opportunities, and assists in the education of internal and external customers. Supports merger and acquisitions activities, including cross-border transactions. Reviews, analyzes and keeps current on legal developments. Conducts or assists in conducting fact investigations and internal investigations, as appropriate in conjunction with other business and corporate functions. Manages outside counsel to work in a timely and cost-effective manner. Interfaces directly with outside counsel on budgetary issues (including preparation and management of budgets and forecasts) to minimize fees and costs to resolve issues effectively.

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