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Emergent BioSolutions is a global life sciences company focused on providing specialty products for civilian and military populations that address accidental, intentional and naturally emerging public health threats. As an NYSE-listed company since 2006, Emergent has over a decade of experience operating under NYSE and SEC public-company reporting requirements.
The Senior Securities Counsel is an experienced attorney in the fields of securities law and practice and corporate governance. The Senior Securities Counsel will work closely with Finance, Investor Relations and Public Affairs, others within the Legal Department and senior management and lead or assist, and manage outside counsel support as necessary, in all areas of the company’s securities law compliance, including SEC filings (including 10-Ks, 10-Qs, 8-Ks, Section 16 reports and proxy statement); securities disclosure (including press and earnings releases, investor relations presentations and Regulation FD matters); and securities law administration and compliance (including stock incentive plan matters, insider trading policy administration and matters with respect to other securities laws and NYSE requirements).
The Senior Securities Counsel will also lead or assist in capital markets transactions and bank financings, including in the drafting, negotiating and closing of financing transactions, and oversee other Treasury matters. This position will also assist on board-related securities and corporate governance matters and oversee, with paralegal assistance, matters related to domestic and international subsidiary management, and also lead or assist in human resources employee benefits and employment matters.
Securities Filings and Other Securities Law Compliance
· Lead and assist in the drafting of all securities filings (e.g., 10-Ks, 10-Qs, 8-Ks, Section 16 reports and proxy statement)
· Lead and assist in the handling of other securities law disclosure review (e.g., press and earnings releases, investor relations presentations, website disclosures, Regulation FD matters)
· Lead and assist in the analysis of issues and the drafting of securities-related legal documentation for M&A transactions, with outside counsel support as needed (e.g., private placements or Form S-4 registration statements)
· Lead securities law administration and compliance (e.g., stock incentive plan matters, insider trading policy administration, transfer agent matters and matters with respect to other securities laws and NYSE requirements)
Corporate Governance and Subsidiary Management
· Assist in developing and reviewing Board of Directors resolutions and other meeting materials, minutes and presentations and related securities and corporate governance matters as required
· Oversee, with Senior Paralegal, domestic and international subsidiary management
· Lead and assist in capital markets transactions (public debt, equity and hybrid) and bank financings, including in the drafting, negotiating and closing of financing transactions, and in managing outside counsel support; and oversee other Treasury matters
· Oversee, with Senior Paralegal, due diligence data room with respect to financings and other company transactional activities
Human Resources and Other
· Lead or assist in human resources employee benefits and employment matters as required
· Provide legal advice on operational contracts as required and in particular on those related to areas of responsibility
· Manage and mentor team members
· Manage outside counsel and associated spend
The above statements are intended to describe the general nature of work performed in this position. It is not an exhaustive list of all duties, and other duties may be assigned.
III: Education, Experience, Skills and Personal Attributes
Education, Experience and Skills
· J.D. and bar membership and minimum of 5 years of relevant legal experience required
· Substantial legal experience with securities laws required; significant law firm securities training/experience required
· Experience with board of directors corporate governance matters desired
· Experience with U.S. securities laws in the context of M&A desired
· Biopharmaceutical industry experience desired, whether through in-house experience or law firm client base
· Prior employment with the Securities and Exchange Commission valued
· Experience with employment laws and matters desired
· A team player who works collaboratively with colleagues across the organization:
o By developing relationships with co-workers with a different perspective and supporting peers as applicable
o By leading teams on specific matters to achieve specific initiatives and developing direct reports
o By being a trusted advisor
o With an awareness of external perceptions of strengths and weaknesses
o By using strong presentation skills to senior management and the board of directors
· An attorney with an honest appreciation of his or her own capabilities:
o Who has excellent analysis and decision-making skills in areas of expertise
o Facilitates decision-making with a solutions-oriented mindset
o With substantial legal knowledge and experience in primary disciplines (Securities Law)
o Who produces work product of a high standard with limited supervision
o With strong negotiating skills
· A self-starter and leader who:
o Provides resources to and empowers his or her team
o Understands how the group fits in with/can impact strategic initiatives of the corporation and responds flexibly to associated change
o Provides strategic advice to the group and the corporation
o Understands the corporation’s limitations in a mature and constructive manner and communicates constructive approach to others
o Implements knowledge-sharing initiatives to leverage group expertise
o Effectively receives and communicates difficult messages
· A leader who:
o Triages decisions based on what is best for the corporation first, then what is best for his or her team, and then what is best for themselves
o Exemplifies Emergent’s core values of respect, commitment, empowerment, communication and innovation
IV: Physical/Mental Requirements
Type/keyboard. Use phone, fax, copier, and computer. Organize/coordinate, analyze/interpret, calibrate precise measurements, problem solve, make decisions, supervise, plan, communicate, prepare written communications, and prepare transaction documents.
Emergent BioSolutions Inc. is a global life sciences company seeking to protect and enhance life by focusing on providing specialty products for civilian and military populations that address accidental, intentional, and naturally emerging public health threats. Through our work, we envision protecting and enhancing 50 million lives with our products by 2025. Additional information about the company may be found at emergentbiosolutions.com. Follow us @emergentbiosolu.