SEC & Corporate Governance Attorney

This is a fully remote position, open to applicants in United States.

📋 Description

• Oversee the legal review and preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements (DEF 14A), Section 16 filings, and other necessary disclosures.

• Provide counsel on securities law obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934.

• Offer legal advice concerning Regulation FD, insider trading regulations, disclosure controls, and obligations for public company reporting.

• Keep abreast of regulatory changes, SEC rulemaking, and new disclosure requirements while evaluating their business implications.

• Assist with earnings releases, investor presentations, and activities related to public disclosures.

• Counsel management and the Board on governance requirements and best practices for public companies.

• Prepare and review materials for the Board and Committees, including resolutions, minutes, governance policies, and charters.

• Maintain the corporate governance structure, including governance guidelines and committee frameworks.

• Support the planning of annual shareholder meetings and proxy processes.

• Aid in shareholder engagement initiatives and responses to governance queries.

• Collaborate with Human Resources and Compensation teams on executive compensation disclosures.

• Facilitate equity compensation plans, equity grants, and ensure compliance with related securities laws.

• Review and provide advice on CD&A and executive compensation disclosures within proxy statements.

• Give legal guidance on Say-on-Pay, equity plan proposals, and requirements for shareholder approval.

• Assist with mergers and acquisitions, financing transactions, capital markets activities, and strategic investments.

• Conduct legal due diligence and offer securities law advice for corporate transactions.

• Review and negotiate disclosures and governance provisions related to transactions.

• Administer compliance programs.

• Develop and deliver training on securities law and governance topics.

• Identify, evaluate, and mitigate legal and regulatory risks.

• Coordinate with external counsel, auditors, and regulatory bodies as necessary.

⛳️ Requirements

• Juris Doctor (J.D.) from an accredited law school.

• Active membership in at least one U.S. state bar.

• 7-10 years of pertinent legal experience in public company securities law, SEC reporting and disclosures, corporate governance, and capital markets and corporate transactions.

• Experience at a prominent law firm, publicly traded organization, or a combination of both.

• Extensive knowledge of the Securities Exchange Act of 1934.

• Extensive knowledge of the Securities Act of 1933.

• Extensive knowledge of Regulation FD.

• Extensive knowledge of Section 16 requirements.

• Extensive knowledge of Nasdaq listing standards.

• Extensive knowledge of corporate governance best practices.

• Experience supporting technology, software, AI, or multinational public companies.

• Experience advising Boards of Directors and senior leadership teams.

• Familiarity with matters related to executive compensation and equity compensation.

• Experience in M&A and capital markets transactions.

• Strong business judgment and effective problem-solving capabilities.

• Outstanding legal drafting and written communication skills.

• Executive presence and the ability to influence senior stakeholders.

• Capability to evaluate legal risks while supporting business objectives.

• Strong project management and organizational abilities.

• Ability to work autonomously in a dynamic public company setting.

• High level of integrity, discretion, and professionalism.

🏝️ Benefits

• Annual bonus opportunities.

• Comprehensive insurance coverage (medical, dental, vision, life, and disability).

• Paid time off.

• Paid holidays.

• Company contributions to the RRSP (Registered Retirement Savings Plan).

• Equity awards for certain roles and levels.

• Remote and/or hybrid work options available based on the position.