Corporate Counsel

4 weeks ago

Boca Raton, United States ADT Security Services, Inc Full time

Summary:

The Corporate Counsel (Corporate & Securities) will provide advice, oversight, and process management for all the Company's corporate governance, securities, and capital markets legal matters. This position plays a key role in the legal team's strategic partnership with several business units, including finance, treasury, SEC reporting, executive compensation, and investor relations. The right candidate must be a role model for intelligence, integrity, and ethics.

Responsibilities:

* Advise generally on U.S. corporate and securities laws and regulations, SEC disclosure requirements, corporate governance best-practices and related matters.
* Assist with all matters related to meetings of the Board of Directors and related Board Committees, including preparation of meeting materials, resolutions and minutes.
* Advise on and support corporate securities and SEC reporting and compliance matters, including periodic reports, Section 13/16 filings, proxy statements, annual reports, earnings releases, and investor-facing materials. Includes advice on Regulation S-K, Regulation FD and non-GAAP disclosure requirements.
* Advise on governance matters, including Delaware corporate law questions, charter and bylaw provisions, governance guidelines, independence and related party transactions matters, and Board Committee charters.
* Oversee corporate records process, including corporate minute books, closing sets related to capital markets and M&A transactions, and other corporate documentation.
* Manage preparation of actions for all corporate subsidiaries, including the annual appointment of directors and officers, and related approval process.
* Oversee subsidiary entity maintenance and ensure compliance with corporate law requirements for domestic and foreign subsidiaries.


* Liaise with external counsel and other service providers to ensure compliance with the company's billing guidelines and internal budget; provide initial review of external invoices and monthly accruals related to corporate and securities functions.
* Serve as primary liaison with the Company's transfer agent and registered agent to manage legal entity compliance, securities reporting obligations, and other corporate governance matters.
* Assist with ESG initiatives and preparation of related materials and backup support.
* Coordinate with tax and finance teams on any corporate reorganizations and prepare all related corporate actions.
* Coordinate due diligence process on capital markets transactions and related internal correspondence, tracking of responses, bring-down reviews, etc., and review corporate governance production materials in connection with mergers and acquisitions.
* Prepare initial drafts of corporate formation documents and serve as initial reviewer to identify potential issues that require further discussion with external counsel.
* Assist and provide internal coordination with respect to any governmental or regulatory agency inquiries (e.g., FINRA).
* Manage paralegals and/or administrative assistants in conjunction with responsibilities above.

Requirements:

* Juris Doctorate from an accredited law school and a member of a state bar in good standing.
* 5+ years of experience at a top law firm and/or in-house public company environment with a sophisticated securities/corporate governance/corporate finance practice.
* Willingness to relocate to ADT headquarters in Boca Raton, FL.
* Substantial experience in securities laws ('33 and '34 Acts), SEC reporting requirements, corporate finance, and corporate governance.
* Intuitive business judgement and prior experience working with business partners to effectively accomplish enterprise goals.
* Excellent project management skills, well organized, with the ability to thrive in a fast-paced work environment and manage numerous workstreams simultaneously under deadline pressure.
* Substantive exposure to complex legal matters and experience with identifying and concisely summarizing material legal risks in digestible format for non-lawyers.
* Excellent interpersonal, oral, and written communication skills.
* Background in both capital markets and M&A transactions preferred; ideally some experience with hCue, Diligent board portal, NYSE Listing Manager, Legal Tracker for invoices, Sharepoint, Broadridge reporting system, and Workiva.

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