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Global biopharmaceutical company is seeking a Senior Corporate Counsel – Securities and Governance to join the team. This position reports to the VP, Corporate Transactions and Corporate Governance and is located in Northern New Jersey.
Coordinating and providing legal advice on corporate governance, Delaware corporation law, SEC, Sarbanes-Oxley and NASDAQ compliance and disclosure matters.
Assisting General Counsel and/or Vice President in preparing for meetings of stockholders, Board of Directors and committees of the Board of Directors.
Coordinating and preparing SEC ‘34 Act filings, including proxy statements, 8-Ks, 10-Ks and 10-Qs, Section 16 and other public disclosures.
Coordinating all legal aspects of equity and debt securities offerings, including preparing registration statements.
Providing legal support for investor relations, including reviewing external communications, corporate web site materials, earnings announcements and investor presentations.
Providing legal support for treasury matters, including ISDAs, credit agreements, commercial paper programs, stock repurchase programs, banking arrangements, cash management, debt covenant compliance.
Supervising subsidiary formation, compliance and maintenance.
Establishing and maintaining internal and external practices of the highest quality in dealing with SEC requirements.
Collaborating with stakeholders to identify and appropriately disclose material information.
Proactively addressing potential securities and compliances issues to prevent or minimize legal risk to the company.
Interacting with external counsel, advisors, external vendors, and business partners.
Keeping informed of laws, regulations, and industry trends affecting the company and assisting with developing of policies and training, as needed.
Other assignments may be requested from time-to-time.
Responsibilities may include:
Coordinating all legal aspects of M&A transactions, including counseling on deal structure, drafting indications of interest/term sheets, conducting or supervising due diligence, drafting and/or reviewing transaction documents and briefing senior management prior to final approval.
Education and/or Experience Required:
Minimum of at least 8+ years legal experience.
at least 5+ years of experience with SEC filings/correspondence and compliance in a publicly-traded company.
Strong experience in structuring, negotiating and drafting complex contracts independently.
Solid background in corporate governance and general corporate matters with significant experience in complex corporate transactions.
Experience representing pharmaceutical or other health industry clients helpful.
Additional Desirable Qualifications, Skills and Knowledge:
Deep functional legal knowledge, coupled with business acumen, personal credibility, and a collaborative style.
Ability to make recommendations to effectively resolve problems or issues, by using sound judgement that is consistent with business standards, practices, policies, procedures and regulations.
Ability to think strategically and execute tactically.
Internal Number: SRCNSL 1088
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