Securities and Corporate Governance Counsel

1 month ago

Chicago, United States Larson Maddox Full time

As we navigate the complexities of being a publicly traded entity, we are seeking a talented Securities and Corporate Governance Counsel to join our legal team. This role will play a critical part in ensuring compliance with securities regulations, supporting corporate governance initiatives, and advising the executive team on key legal matters related to our status as a public company.

Job Summary:

The Securities and Corporate Governance Counsel will be responsible for overseeing the company's compliance with federal and state securities laws, managing all corporate governance matters, and ensuring the company's regulatory filings and disclosures are accurate and timely. This individual will collaborate with internal and external stakeholders, including the board of directors, to advise on governance best practices, investor relations, and other corporate compliance matters.

Key Responsibilities:

  • Securities Compliance:

    • Prepare and file periodic reports with the SEC, including Forms 10-K, 10-Q, and 8-K, as well as proxy statements and other public disclosures.
    • Oversee compliance with the Securities Act, Securities Exchange Act, Sarbanes-Oxley Act, and other relevant regulations.
    • Advise on insider trading policies and Section 16 reporting, including filings on Forms 3, 4, and 5.
    • Monitor and ensure compliance with stock exchange requirements and disclosure obligations.
    • Support earnings releases, investor presentations, and other communications with the investment community.

  • Corporate Governance:

    • Provide legal counsel on corporate governance matters, including board and committee practices, charters, and corporate policies.
    • Assist in the preparation and review of board materials, minutes, and resolutions.
    • Advise on corporate governance trends and best practices, ensuring the company adheres to governance standards as a publicly traded company.
    • Support the corporate secretary function, including the preparation for and management of board meetings and annual shareholder meetings.

  • Compliance and Risk Management:

    • Collaborate with the compliance team to ensure adherence to legal and regulatory requirements.
    • Assist in the development and implementation of corporate compliance programs, including ethics and code of conduct policies.
    • Monitor regulatory developments and advise the company on the potential impact of new laws and regulations.

  • Strategic Counsel:

    • Provide strategic legal advice to senior management and the board of directors on public company issues, including mergers and acquisitions, capital markets transactions, and other corporate matters.
    • Work closely with investor relations, finance, and other internal teams on disclosure matters.
    • Manage external counsel on securities and governance-related matters when necessary.

Qualifications:

  • J.D. from an accredited law school and membership in at least one state bar (active and in good standing).
  • 5+ years of experience in securities law, corporate governance, and public company representation.
  • In-depth knowledge of SEC rules, stock exchange requirements, and corporate governance standards.
  • Experience drafting and reviewing public company disclosures, including SEC filings.
  • Strong understanding of corporate governance best practices and familiarity with proxy advisory firms' guidelines.
  • Excellent communication and interpersonal skills, with the ability to work effectively with senior management and the board of directors.
  • Detail-oriented with the ability to manage multiple projects and meet deadlines in a fast-paced environment.

Preferred Qualifications:

  • Experience working at or with publicly traded retail or consumer-facing companies.
  • Prior in-house experience in a corporate legal department.
  • Familiarity with executive compensation, ESG (environmental, social, and governance) initiatives, and shareholder engagement.

What We Offer:

  • Competitive salary and benefits package.
  • The opportunity to make a meaningful impact as part of a growing, newly public company.
  • A collaborative and dynamic work environment with exposure to senior leadership.

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