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Associate General Counsel for Securities & Governance has primary responsibility for SEC reporting and all securities law matters, including relating to corporate governance, executive compensation, and transaction-related issues, and support for the Office of the Corporate Secretary. The position works closely with senior management and the Board of Directors.
Primary Job Responsibilities:
Securities-related matters, including drafting and reviewing public disclosures (i.e. 10-Ks, 10-Qs, 8-Ks, proxy statement, earnings releases, investor presentations) and compliance matters, including compliance with SEC and NYSE rules and the Dodd-Frank Act and Sarbanes-Oxley Act; preparation of Section 16 filings (Forms 3, 4, and 5) and related advice.
Responsible for handling the day-to-day operations of the Office of Corporate Secretary, including review/preparation of Board book materials and meeting organization and execution. Attend all Board and Committee meetings, draft memoranda and presentations for Board on governance and related topics, draft and review amendments to charters, prepare minutes, planning and execution of annual meeting of stockholders (including related documents such as the annual meeting script, minutes and related logistics).
Maintain corporate books and records and oversee subsidiary governance, including coordination with team members for management of organizational documents and related matters for U.S. and non-U.S. subsidiaries.
Manage paralegal with day-to-day responsibility for internal legal entity data management system, covering all subsidiaries.
Proxy drafting (including an understanding of executive compensation programs and application of the disclosure and reporting rules to the proxy), filing and addressing proxy solicitation matters, and responding to stockholder proposals and reports from proxy advisory firms.
Assisting in corporate governance outreach program to investors and proxy advisory firms; planning meetings and developing outreach strategy and materials.
Assist with preparation and review of sustainability and ESG related reports and communications.
Assist with securities-related aspects of M&A transactions and corporate and subsidiary financings, including public and private offerings of equity and debt securities.
Education, Qualifications and Expertise:
J.D. from an accredited law school required, with excellent academic credentials.
Active bar membership in good standing in at least one U.S. jurisdiction.
8+ years of experience at a large law firm or comparable in-house corporate environment with a sophisticated corporate and securities law practice.
Strong experience in securities law/SEC reporting, transactional and compliance matters, including corporate governance and executive compensation matters, under the Securities Act of 1933, the Securities Exchange Act of 1934, the Dodd-Frank Act and the Sarbanes-Oxley Act
Proficiency in Spanish is a plus but not required.
Personal Attributes and Traits:
Excellent interpersonal, written and oral communication skills.
Well-organized and hardworking, with the ability to thrive in a fast-paced work environment.
Ability to manage numerous projects simultaneously under tight timelines.
A high level of intellectual, professional and interpersonal agility and flexibility, combined with strong analytical and problem-solving skills.
Ability to work collaboratively and effectively with multiple internal groups members, with the ability to grasp and develop creative legal solutions responsive to the applicable business objective.
Unquestioned ethics and integrity, sound judgment.
Strong organizational, planning, and project management skills.
Willingness to work on a broad variety of subject matters. Likes to take on responsibility.
Strong interest and curiosity with respect to the global energy industry and the Company’s business and operations.
Ability to embrace innovation and change, and belief that there is always room for improvement.
About The AES Corporation
The AES Corporation (NYSE: AES) is a Fortune 500 global power company. We provide affordable, sustainable energy to 15 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce is committed to operational excellence and meeting the world’s changing power needs. Our 2017 revenues were $11 billion and we own and manage $33 billion in total assets.We are dedicated to improving the lives of our customers by leveraging our energy solutions that encompass a broad range of technologies and fuel types, including coal, diesel, gas, oil, pet coke and renewables. Our people share a passion to help meet the world’s current and increasing energy needs, while providing communities and countries the opportunity for economic growth due to the availability of reliable, affordable electric power.