Senior Corporate Counsel, Securities & Assistant Secretary

POSITION ID: SEC1306
CATEGORY:
PRACTICE AREA:
LOCATION: New Jersey
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Princeton Legal Search Group has been retained on an exclusive basis by a publicly traded pharmaceutical company in New Jersey to lead the search for an experienced securities lawyer.  In the role of Senior Corporate Counsel, Securities & Assistant Secretary, you will be responsible for preparing, managing and overseeing legal work on public company filings, corporate governance and corporate books & records as well as assisting on executive compensation, equity plan administration, and financing activities. This highly visible position reports to the General Counsel. In particular, you will be responsible for (i) overseeing the Company’s compliance with all securities laws and governance requirements, (ii) assisting with the day-to-day operations of the Office of Corporate Secretary, including support for meetings of the board of directors and its committees, including the preparation and distribution of meeting agendas, resolutions, meeting minutes and other Board materials using the Diligent Board Book application, and managing the corporate books and records for the Company, including corporate maintenance of the Company’s subsidiaries, and/or (iii) managing the logistics and support for the Annual Meeting of Shareholders and (iv) support for litigation, M&A activity, contracts review and other legal projects, as needed.

The Senior Corporate Counsel, Securities and Assistant Secretary role requires extraordinary organizational capabilities, in addition to outstanding technical legal skills in the relevant areas of securities. The successful candidate will possess a minimum of 10 years of experience as a corporate securities attorney with a preference for service as a key member of, or regular securities and governance counsel to, a publicly traded company. Corporate secretarial experience also preferred.

Specific Responsibilities:

  • Oversee the company’ securities matters by providing direct legal services on a broad range of matters within securities and corporate law, including work on ’34 Act filings, disclosure matters relative to Regulation FD, Section 16 reporting obligations (including insider securities transaction compliance); securities offerings under the ’33 Act, including debt and equity security offerings; financing arrangements such as revolving and term loans and compliance related to such arrangements; equity plan and other executive compensation matters.
  • Prepare or supervise the filing of Section 16 forms as well as annual proxy statements, and forms 10-K and 10-Q reporting, form 8-K filings, as well as other SEC filings – generally using the W-Desk web-based filing system. Assist with earnings and other press releases.
  • Assist with coordinating and managing stock sales, options exercises and other securities transfers for executive officers and directors as well as manage trading window/insider trading policy.
  • Proactively monitor pertinent legal, regulatory and stock exchange listing changes and trends as they relate to corporate governance for a publicly-traded corporation, especially focusing on the changing environment.
  • Develop and implement robust procedures and standards of operation for the corporate governance programs and Office of Corporate Secretary; coordinate with other areas of the Company to ensure these procedures and standards are understood and met.
  • Manage the corporate books and records for the Company, including corporate maintenance of the Company’s subsidiaries and their respective State and other licenses.
  • Maintain clear and regular communications with senior leaders in the Legal Department and, as appropriate, members of the Board of Directors, other relevant corporate stakeholders, and external constituencies.
  • Assist with support for litigation, M&A activity, contracts review and other legal projects and department requirements, as needed.

Requirements:

  • 10+ years of legal experience as a corporate securities lawyer
  • Experience serving as a key member of, or regular securities and governance counsel to, a publicly traded company.
  • Corporate secretarial experience also preferred.
  • Must possess excellent legal judgment and business acumen for Accounting principles.
  • Must be able to work comfortably in an intense, fast-paced environment, must be responsive to the needs of the Board of Directors and Senior Management, have a high energy level, be hands-on, and have the judgment/confidence to be able to execute under pressure in a timely way.
  • Gravitas and excellent communication skills necessary to engender the confidence of the members of Board of Directors.
  • Must inspire confidence through the strength of his or her intellect, judgment, leadership style, and ability to manage interpersonal relationships at all levels.
  • Demonstrated ability to work effectively with the highest level of Senior Management, and collaboratively with other corporate functions, including Finance, Compliance, Audit and Investor Relations.
  • Excellent organizational, project management and technological skills to maintain complex records and systems.
  • Demonstrated deep understanding and knowledge of relevant SEC requirements and stock exchange listing rules. Strong knowledge of NYSE listing and disclosure rules is preferred.
  • Admitted to the Bar of at least one state and eligible for admission as in-house counsel in New Jersey.

Salary commensurate with experience. Bonus and equity eligible position. Hybrid in office/remote work flexibility.

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