Princeton Legal Search Group has been retained on an exclusive basis by a publicly traded diversified medical technology company in New Jersey to lead the search for an experienced transactional and securities lawyer for the position of General Counsel, Corporate, Governance, Finance & Securities. In this role which reports to the Corporate VP and General Counsel, you will be the principal lawyer for the Corporate Development group and will work on sophisticated strategic alliance matters. You will provide a variety of general corporate and commercial legal services to a number of in-house clients, including the Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer (and particularly the Global Leader, Compensation and Benefits), Corporate Controller and Treasurer. The General Counsel will be responsible for the Governance/Securities team and will oversee all matters involving securities laws, including ’34 Act filings (10-Qs and 10-K, Forms 8-K, Forms 3,4 and 5, and proxy statement), working with senior management on financing transactions (equity and debt, including secured borrowing), overseeing all corporate governance matters for the company and its U.S. subsidiaries (including taking the lead on corporate secretarial work), working on inter-company agreements and on other contractual matters. The General Counsel will oversee the Intellectual Property team. The General Counsel should be able to organize and handle multiple matters at once and should possess outstanding communication and presentation skills and the ability to work with senior management and members of the Board of Directors. The General Counsel should be able to handle complex problems, provide creative solutions with minimal supervision, and work on and coordinate teams.
Specific responsibilities include:
Serving as the lead lawyer for the Corporate Development team and advising and counseling with respect to significant and sophisticated alliance matters and negotiating and drafting appropriate agreements including strategic alliance agreements.
Lead all of Law Department’s efforts (advising, execution) regarding ’34 Act compliance, including working with Finance Department on earnings releases, earnings call scripts, Forms 10-Q and 10-K, Forms 3, 4 and 5, Forms 8-K and all related matters. Leads the Disclosure Committee and coordinates the organization of the International Division Disclosure Committee. Also responsible, along with the Human Resources Department, for execution and delivery of the Compensation Discussion & Analysis (CD&A) and proxy statement. Also responsible for interfacing with the Global Operations team on Conflict Minerals disclosures.
Lead all of Law Department’s efforts (advising, execution) in the corporate governance area, including working with the Chairman of the Board and President and CEO to organize Board and Committee meetings (including creating agendas and supervising the preparation and delivery of all Board materials), ensuring that the company remains current in its approach to governance. Includes supervision of governance of US-related subsidiaries. Also responsible for all matters related to the Annual Meeting of Stockholders.
Lead Law Department’s interactions with CHRO, Global Leader of Compensation and Benefits on all matters involving executive compensation and interactions with the Compensation Committee.
Work with the Treasury and Tax Departments on a variety of treasury- and tax-related projects, including financings and restructurings.
Qualified candidates will have at least 10 years of experience in a law firm or corporate law department or both, in positions of increased responsibility. Must have an executive presence and a proven track record of supporting and working closely with a Corporate Development Team and advising on, negotiating and drafting complex strategic alliances. Must have experience (a) working in the area of corporate governance and securities law compliance, including advising senior management and boards of directors and first-chair drafting experience of ’34 Act reports, including Forms 10-K, 10-Q, 8-K and 3, 4 and 5, (b) supporting Treasury and Tax departments on financing and restructuring projects (c) successfully executing on projects, (d) working on and leading teams (showing excellent leadership), (e) counseling sophisticated, Vice President-level clients, and (f) handling and supervising numerous tasks simultaneously in a fast-paced environment. Experience with medical device, other life sciences or regulated companies desired but not required.
Salary commensurate with experience. Bonus and equity eligible position.
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