Senior Securities Counsel

Profile

Senior Securities Counsel
Responsibilities: Provide support in all areas related to the company’s global securities laws matters and related compliance, including Securities Act and Exchange Act matters. Partner and provide legal support to the finance department on financing matters including drafting and negotiating a variety of commercial agreements including credit agreements, guarantees, hedging agreements, structured transactions and ISDA agreements drafting and negotiating a variety of complex commercial agreements on an as-needed basis. Provide legal advice and assistance on an as needs basis with respect to financings, asset or stock sales and/or joint ventures and acquisitions); and. Prepare and review SEC filings, including registration statements, Forms 10-K, 10-Q and 8-K, proxy statements, including shareholder proposals and proxy solicitation, and Section 16 reporting, including Forms 3, 4 and 5. Develop, refine, and maintain policies and procedures to ensure compliance with SEC and other securities-related regulatory requirements applicable to publicly-traded companies, including the Sarbanes-Oxley Act, Dodd-Frank Act, NYSE listing standards, Regulation FD and insider trading. Advise on corporate governance (including CSR/ESG initiatives), executive compensation and various other related matters (such as transfer agent and equity plan administration) as well as develop, adopt, manage and refine applicable corporate governance policies and procedures . Keep abreast, and advise on potential impact, of new and proposed securities law and corporate governance developments, market trends and best practices in the markets we operate to ensure continued compliance. Support the corporate secretarial function, including preparation of notices, agendas and materials for board of directors and committee meetings, including board minutes, resolutions and actions, managing the board and committees’ calendars, agendas and meeting cadence, and leading preparation for annual meeting of shareholders Advise on proxy advisory service positions and corporate responses. Advise on investor relations matters, including review of and collaboration on earnings announcements, earnings scripts, press releases, investor presentations, investor communications, internal communications and other materials (including preparation of appropriate securities disclosure as necessary). Support the Legal Department’s activities on, and manage outside counsel with respect to, all capital markets and other strategic transactions, including M&A and corporate financing transactions and related workstreams. Develop and deliver employee trainings on securities law and related matters, such as insider trading and Regulation FD best practices. Perform other special assignments, strategic projects or duties as needed.

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