Corporate Counsel

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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