Securities Counsel Duties: Ensure compliance with US and Channel Islands securities laws, rules and regulations including preparation and filing of quarterly and annual periodic reports, current reports, registration statements, annual proxy statements, Section 16 filings and all other related filings. Manage and monitor compliance with NYSE and NYSE American listing requirements, associated rules and best practices. Review, advise and assist with earnings releases, earnings call scripts, investor presentations, analyst materials and related inquiries and disclosures. Advise and manage review of 10b5-1 trading plans and Rule 144 sales. Review and respond to securities and public disclosure-related inquiries from third parties and regulators. Provide general advice on shareholder activists and related activities. Lead initiatives to streamline the SEC reporting process working collaboratively with key internal stakeholders to identify opportunities for efficiencies and help implement changes. Advise on disclosure related to M&A; prepare and coordinate all SEC and NYSE filings related to M&A. Review and advise on executive compensation activities and partner with Human Resources to manage incentive compensation plan arrangements, equity awards and related matters. Maintain and update governance policies as needed including the companys corporate governance guidelines, Board committee charters and securities-related policies (e.g., Insider Trading Policy, Public Disclosure Policy and related internal communication clearance guidelines and practices). Serve as a member of the Disclosure Committee to advise management on public disclosure obligations and considerations. Advise and counsel stakeholders in key internal functions regarding securities, corporate governance activities and related compliance efforts (e.g., Accounting / Controllership / External Reporting, Marketing, Investor Relations, Internal Audit, Tax and Treasury) Advise management on a range of finance matters (e.g., legal organizational structure and compliance with the companys credit agreement). Develop and deliver an annual securities-related budget to ensure consistent and predictable spend. Liaise and manage external counsel (including related spend) as needed. Perform other duties and responsibilities as directed. Conduct regular internal training sessions to develop Finance, Marketing and the Legal teams knowledge regarding securities compliance. Identify ongoing personal training and developmental needs as part of continuous career and professional development. Occasional travel on an as needed basis.
Qualifications: 5+ years post legal qualification with in depth experience handling SEC and NYSE related compliance matters at a major law firm and/or public corporation. Experience with foreign private issuers and a background in corporate governance (preferably obtained doing legal work for an intellectual property licensor or a provider of technology products/services to business or government customers) is preferred. Experience supervising direct reports, external counsel and other advisors is preferred. Exposure to cross-border transactions, international experience and/or time spent at a multi-national corporation is preferred. Must have strong executive presence and demonstrated leadership skills with established track record of effectively completing multi-task, multi-deadline, cross functional projects on time and within allocated budget. Must be able to communicate complex legal issues clearly and concisely in an understandable and effective manner to all levels of the organization. Must be able to work independently under pressure with tight deadlines, prioritize workload, exercise good (and practical) judgment, and change direction or priorities on short notice with flexibility to work across global time zones as needed. Must be able to adapt quickly to a fast-changing environment with a team-oriented attitude.
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