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Assists and is directed by the Chief SEC & Corp Governance Counsel with respect to (1) compliance with all applicable securities laws, including all required periodic filings with the Securities and Exchange Commission (SEC), (2) the company’s 1934 Act filings, (3) corporate financings and other capital raising transactions, including registered public offerings of debt or equity and other financing and treasury matters and (4) assisting in the maintenance and management of an effective system of corporate governance policies and practices, including compliance with the requirements of the SEC, New York Stock Exchange (NYSE) and state corporate law.
Also provides support to Chief SEC & Corp Governance Counsel and EVP General Counsel & Secretary on Delaware Corporate Law, corporate governance and corporate secretarial matters.
Primary responsibility is assisting and being directed by the Chief SEC & Corporate Governance Counsel in providing advice and counsel on company’s periodic SEC filings (10-K, 10-Qs, Proxy Statement, 8-Ks), Section 16 reporting (Forms 3, 4 and 5), and NYSE compliance.
Responsible for handling open window trading preclearance process and stock ownership and retention requirement compliance.
Monitor SEC law/rule changes and trends and provide recommendations to Chief SEC & Corporate Governance Counsel on any changes required to current practices. Provide advice and counsel on Sarbanes Oxley and Dodd Frank compliance. Assist in coordinating with other functions on SEC compliance matters as requested by Chief SEC & Corporate Governance Counsel. Assist on executive and director compensation matters, including providing advice and counsel on matters relating to plan documentation and related securities matters (including preparation of registration statements on Forms S-3 and S-8).
Key Accountabilities Con't
Assists and directed by Chief SEC & Corporate Governance Counsel on all American Water or American Water Capital Corp. capital raisings, and all other public offerings and capital raising transactions (stock and bond transactions, credit agreements, commercial paper matters, and identified subsidiary financing issues). Participate in drafting and negotiation sessions, coordinates input from various levels of management and assist in coordinating and finalizing all legal-related closing activities.
Assists Chief SEC & Corporate Governance Counsel and the EVP GC & Corp Secretary on various corporate secretarial matters relating to the Parent Board of Directors and Board Committees that are necessary for a publicly-held company to comply with the corporate governance requirements of the Sarbanes -Oxley Act of 2002, the Securities Exchange Act of 1934, the standards of the NYSE and related requirements. This includes drafting agendas, minutes and resolutions and reviewing board mailing materials. Also, assists or primarily responsible for corporate governance activities for specific subsidiaries. Leads subsidiary management function, including the maintenance of subsidiary officers and directors, minute book maintenance, and providing reports on director and officer changes as needed.
Knowledge / Skills
Must demonstrate a comprehensive and thorough knowledge of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations of the SEC under those acts, and of the requirements of the New York Stock Exchange, as well as Sarbanes Oxley and Dodd Frank.
Must demonstrate strong financial literacy and comprehension and articulation of corporate finance disclosure issues. Must have a deep understanding of the Delaware Corporation Law and be proficient in the principles and practice of major aspects of corporate law.
Skilled communicator, researcher and drafter. Significant client focus and collaboration with other functions and the business.
Experience / Education
Minimum of 4-7 years combined practice experience in a law firm, or a combination of law firm and in-house experience with similar size/scale company with strong experience in SEC and corporate governance matters.
Juris Doctorate or equivalent law degree from accredited law school and license to practice in a U.S. state. Able to apply for New Jersey in-house license upon starting work or within 12 months thereafter.
Join American Water. We care about water. It's what we do.®
American Water is firmly committed to Equal Employment Opportunity (EEO) and prohibits employment discrimination for employees and applicants based on his or her age, race, color, pregnancy, gender, gender identity, sexual orientation, national origin, religion, marital status, citizenship, or because he or she is an individual with a disability, protected veteran or other status protected by federal, state, and local laws.
Founded in 1886, American Water is the largest and most geographically diverse publicly traded U.S. water and wastewater utility company. With headquarters in Voorhees, N.J., the company employs 6,800 dedicated professionals who provide regulated and market-based drinking water, wastewater and other related services to an estimated 15 million people in 47 states and Ontario, Canada.