Director, Counsel, Securities & Corporate Transactions

Job Summary:

The Director, Counsel, Securities, and Corporate Transactions will have a key, strategic role in general corporate and securities-related matters, financings, and strategic transactions, and will work closely with members of the legal, finance, tax, investor relations, and communications teams.

Responsibilities:

• Ensure compliance with federal securities laws and requirements, draft, review, and manage filings with the Securities and Exchange Commission, including Section 16 filings on Forms 3,4,5, annual and quarterly reports on Forms 10-K and 10-Q, current reports on Form 8-K, and other disclosure requirements. Advice on legal aspects of Sarbanes-Oxley compliance.
• Advise investor relations, corporate social responsibility, and corporate communications teams regarding compliance with Regulation FD and other securities law aspects relating to disclosure matters, including earnings and other press releases, investor presentations and analyst meetings, websites, significant internal communications, global responsibility reports, and other announcements.
• Support strategic transactional matters (e.g., corporate financing and capital markets transactions, M&A and joint venture transactions), work with Finance, Treasury, and Tax teams on banking and intercompany agreements, and provide transactional and operational counseling to business units on a diverse range of legal issues.
• Review and draft agreements for the various departments, including but not limited to equipment, facilities management, supply chain, manufacturing, research, payment processing, SAAS, PAAS, finance, development, health and benefits, sponsorship, talent, and equity agreements.
• Assume a primary role in the implementation and growth of the Global Contracts Team, optimize existing agreements and identify and draft new template agreements for business units.
• Assist legal department on domestic and international strategic long-term projects and initiatives, and perform additional duties as assigned.
• Liaise with external service providers, including external legal counsel, to ensure compliance with local laws and regulations in U.S. and non-U.S. jurisdictions.
• A successful candidate will be a self-starter, with the ability to work independently, have practical and business perspectives, and the ability to build trust and credibility.
• Perform additional duties as assigned.

Qualifications:

Skills and Background required:

• Comprehensive knowledge of securities laws applicable to public companies, with extensive experience drafting and filing SEC documents, to ensure compliance with securities laws and requirements, manage related filings.
• Strong track record of structuring, negotiating, reviewing, and drafting a wide range of complex strategic and commercial transaction documents in a timely manner, including mergers and acquisitions, global supply, manufacturing, distribution, event planning, real estate, engineering, operations, finance, marketing, accounting, treasury, research and development, information technology, intellectual property, employment, health benefits, and insurance agreements.  
• Familiarity with credit facilities and indentures
• Excellent written and verbal communication skills, including the ability to draft well-written reports, minutes, and general business correspondence in a very precise but concise manner.
• Demonstrated self-sufficiency, shows project ownership, and enjoys working collaboratively and effectively across all internal departments and outside stakeholders, including directors, executive officers, consultants, and regulators
• Demonstrated ability to discretely handle highly confidential and sensitive information
• Ability to solve practical problems and carry out responsibilities under general supervision, manage fast-paced workload and add value to multiple projects simultaneously, and adapt as the external environment and organization evolve.
• Highest standards of ethics and professional integrity
• Highly collaborative partner with strong interpersonal skills and the ability to work effectively with team members and all levels across the enterprise and outside stakeholders, including Directors, executive officers, and regulators.
• Ability to function as an effective team member, both within the legal department and the group of clients we serve at all levels with sensitivity and cultural diversity.

Experience:

• 8 years of experience as a practicing lawyer, including at least 3 years of experience at a reputable law firm, with strong knowledge and extensive experience with Securities Act of 1933, Securities Exchange Act of 1934, and experience with mergers and acquisitions, joint ventures, and finance transactions.
• In-house experience preferred but not required.

Supervisory Responsibilities: (Share supervisory duties, if applicable)

• Manage at least one legal professional.

Education:

• JD required. Bar admission and in good standing in California.