Job Purpose
The Legal Counsel, Corporate, will be an integral member of the legal team who works with other members of the legal department, Company executives, and the Company’s finance, treasury, investor relations, people & culture, and operations teams to support the Company’s needs. This position will initially support the legal department with corporate and subsidiary governance and transactional due diligence, and the role will eventually expand to cover U.S. and U.K. securities compliance and finance/treasury transactions. The ideal candidate will be extremely detail-oriented, confident, professional, and proactive in their approach, possess the ability to work collaboratively, and also be capable of working autonomously. They must be comfortable with, and skilled in, interacting with attorneys, other professionals in various departments, and executives.
Job Description
Corporate Governance / Entities Management
• Lead the preparation of complex corporate legal documents, including formation, organization, and annual maintenance documents for U.S. and other international entities, including corporations and LLCs, state filings and registrations, board and shareholder minutes and/or written consents, powers of attorney, delegations of authority, and all other corporate records for such entities.
• Assist with public company governance requirements, including director and officer questionnaires, board/committee evaluations, director independence, and related party tables and analysis, etc.
Transactional Support
• Support various multi-task, multi-deadline special projects, such as mergers and acquisitions, private equity transactions, corporate financing, credit facility amendments or renewals, legal research, corporate restructurings or reorganizations, and contract review and editing.
Public Company/Securities Law Compliance
• Assist and draft documents for Proxy Statement, U.K. Annual Report, and the Company’s Annual Meeting of Shareholders, including notices, affidavits of mailing, agenda, resolutions, ballots, oaths, minutes, vote results, and meeting scripts.
• Support the preparation of SEC disclosure filings, including the Proxy Statement, U.K. Annual Report, SEC annual, quarterly and current reports, earnings releases and presentations, and similar filings.
• Responsible for the preservation, collection and review of the Company’s statutory insider lists, as well as maintaining the Company’s blackout calendar, and preparing and sending communication of insider trading windows.
• Draft and file Section 16 stock trading reports, share repurchase reports and filings with the U.K. Companies House, and other similar filings. Support, draft, and maintain documentation for equity plan administration.
• Assist with NYSE listed company requirements and annual and interim written affirmations
You are meant for this job if:
• Juris Doctorate from an ABA accredited law school strongly preferred but would consider applicant to obtain in agreed upon timeframe
• Licensed in the State of Texas in good standing (or eligible to be admitted to the State of Texas)
• Minimum 3-5 years of related work experience and/or training strongly preferred; or equivalent combination of education and experience • Public company experience strongly preferred
• Advanced proficiency in MS Word, Excel, PowerPoint, Outlook and Adobe Acrobat.
• Experience working with Workiva (WDesk), Serengeti Legal Tracker, hCue, BoardVantage, and EDGAR • Applicants must be authorized to work for any employer in the U.S. without restriction. For this position we are not sponsoring or taking over sponsorship of an employment visa at this time.
• Must be able to pass pre-employment drug screen and background check.
WORK ENVIRONMENT: Spends 90% of time in temperature-controlled office environment and 10% of domestic travel may be required with the potential of international travel. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
PHYSICAL DEMANDS: Frequent sitting, walking and standing.
Leadership Competencies
Act with Agility
Adopt a Growth Mindset
Drive Accountability
Master Complexity
Take Data Driven Decisions
Location: Houston, TX
Posted: Aug. 25, 2024, 3:56 a.m.
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