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