Job Overview:
This global OEM is looking for a Securities Counsel who will play a critical role in managing the company's compliance with securities laws and regulations. This individual will be responsible for providing legal advice and guidance on a broad range of securities matters, including public company disclosure obligations, SEC filings, corporate governance, M&A transactions, and other related regulatory matters. The successful candidate will work closely with senior leadership, the finance team, and other departments to ensure the company's compliance with securities laws while supporting corporate strategy.
Key Responsibilities:
- Advise on and manage all aspects of securities law compliance, including the preparation and filing of periodic reports (e.g., 10-K, 10-Q, 8-K, proxy statements) with the Securities and Exchange Commission (SEC).
- Provide guidance on disclosure requirements under SEC regulations, including issues related to risk factors, executive compensation, related-party transactions, and corporate governance.
- Counsel senior management on insider trading policies, related-party transactions, and equity compensation plans.
- Assist with the review and negotiation of public offering documents, including registration statements and prospectuses.
- Provide legal support for mergers and acquisitions, capital markets transactions, and other corporate finance matters.
- Advise on corporate governance matters, including board and committee structure, shareholder proposals, and director and officer duties.
- Monitor changes in securities law and regulations and provide timely updates and recommendations to the company.
- Work closely with the Finance, Investor Relations, and Communications teams to ensure consistent and accurate public disclosures.
- Support the preparation and review of annual proxy statements, including shareholder proposals and executive compensation disclosures.
Qualifications:
- Juris Doctor (J.D.) from an accredited law school.
- Active bar membership in good standing.
- Minimum of 10 years of relevant legal experience, with a focus on securities law, corporate governance, and public company compliance.
- Experience within a global manufacturer or OEM-focused company is preferrable.
- In-depth knowledge of the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act, Dodd-Frank Act, and other relevant securities laws and regulations.
- Strong experience with SEC filings and reporting requirements, including Form 10-K, 10-Q, 8-K, and proxy statements.
- Familiarity with corporate governance best practices and the legal aspects of board and shareholder relations.
- Experience with M&A transactions and capital markets offerings (public offerings, private placements, etc.) is a plus.
