Assistant General Counsel
2 months ago
Guess?, Inc. seeks a talented, knowledgeable, and self‐motivated attorney with at least 5-7 years of relevant legal experience to serve as Assistant General Counsel – Securities and Corporate Governance. This position will report directly to the General Counsel, North America and will be responsible for handling a wide range of corporate and securities matters related to the growth, operation and further development of this global publicly-traded corporation. This role requires a person to possess a strong securities and corporate governance background, and an analytical and detail-oriented mindset, coupled with strong communication skills. M&A and other transactional experience is a plus. The ideal candidate will have a practical, business-oriented approach to problem-solving and will value working in a dynamic and fast-paced corporate environment.
Responsibilities include:
- Helping to lead Company compliance with federal and state securities laws and reporting/disclosure requirements, including Sarbanes‐Oxley and NYSE rules and regulations.
- Preparing and/or reviewing periodic reports, earnings materials, proxy statements and other filings required by the SEC and NYSE, including 10-Ks, 10-Qs, 8-Ks, Form 4s and other Section 16 filings and stock‐based compensation plans.
- Participating in annual shareholder meeting processes and planning.
- Advising on communications and investor relations matters.
- Advising on insider trading and Section 16 issues for directors, officers and other insiders.
- Advising on stock repurchase and dividend matters.
- Handling corporate governance matters, including assisting in the preparation for board and committee meetings and maintaining corporate minute books and records.
- Overseeing corporate compliance for the Company and key subsidiaries, including FCPA, Conflict Minerals and similar compliance topics.
- Supporting the legal aspects of financing transactions, including credit agreements and convertible note transactions.
- Ensuring compliance with legal requirements and company policies generally applicable to the Company business.
- Providing high quality legal advice and counsel in a timely fashion to senior management in the legal and business teams.
- Handling other projects and matters as may be assigned from time to time.
Requirements:
- J.D with at least 5-7 years’ experience.
- Expertise in corporate governance for a public company, SEC, SOX, NYSE and other pertinent laws and regulations, preferably developed through a combination of large law firm and public corporation experience.
- M&A and other corporate transactional experience is a plus.
- Excellent attention to detail.
- Strong business acumen.
- Creative problem solver with customer focus and “can do” attitude.
- Ability to multitask with a sense of urgency and ability to meet deadlines within a changing, fast‐paced environment.
- Team player with strong interpersonal skills.
- Excellent communication skills.
- Able to easily build rapport and the gain the confidence and respect of peers and senior leaders.
- Demonstrated ability to handle difficult issues in a professional, assertive and proactive manner.
- Good standing in or ability to join the California bar.
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