The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.
The Director & Assistant General Counsel—Corporate Governance & Shareholder Services works closely with the Vice President, General Counsel & Secretary providing legal advice and support on a wide range of securities laws and corporate governance matters, including public company disclosure and compliance, SEC and NYSE filings, board and committee materials, proxy statements and shareholder meetings, general corporate shareholder services and other areas of responsibility. Ongoing responsibilities include reviewing, advising and leading preparation of the Company's public disclosure documents.
Independently, coordinates, prepares and oversees filing of a broad array of disclosure documents, including Forms 10-K, 10-Q and 8-K, Section 16 filings, annual proxy statement, registration statements and NYSE filings, as well as preparation for and coordination of the annual meeting of shareholders and related activities
Manages and directs outside counsel on projects and issues relating to securities laws compliance, shareholder services and corporate governance; provides advice to senior executives regarding same
Proactively and independently monitors and advises senior management executives, compensation executives, finance professionals and others on applicable laws, rules and regulations including SEC and NYSE issues and regulations, as well as corporate governance matters
Prepare Board and committee materials, including presentations, agendas, resolutions, scripts and minutes
Works with senior executives, managers and officers to assure the completeness and accuracy of public filings and disclosures
Proactively monitors and advises on appropriate course of action for changes in market activities, laws, rules, regulations, listing standards, shareholder engagement, proxy advisory firm guidelines, and corporate governance practices
Assures accurate and compliant corporate governance activities including overseeing corporate governance website, coordinating periodic updates to committee charters and governance guidelines, and ensuring compliance with NYSE listing standards
Serves as primary contact in legal department providing legal counsel to support projects and matters originating with various functions groups within the Company including finance and treasury
Serves as primary contact in legal department for Company’s ESG reporting
Provides legal advice and support with respect to subsidiary structure and management
Supports other projects as requested from time to time by the General Counsel
Manages shareholder services and corporate governance team including team supporting various aspects of legal entity management and legal operations
Juris Doctor degree
Member of at least one state bar
Minimum six years’ relevant experience at a large law firm and/or publicly traded company
Broad and deep expertise in corporate and U.S. securities laws, corporate governance and board governance matters, including best practices. Experience with Irish securities and corporate law is a plus.
Experience working with and advising senior business leaders
Demonstrated ability to build positive relationships with senior management and other functional groups and to positively influence outcomes
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