Job Title: Securities & M&A Counsel
Reports To: Chief Legal Officer
FLSA Status: Exempt
Location: New York City Metropolitan area, NJ, CT (mostly remote position)
Industries Preferred: Hospitality, Retail, Real Estate
SUMMARY: The Corporate & Securities Counsel will lead the Company’s public company reporting responsibilities for the legal department and play a key role in M&A and other strategic commercial transactions.
The successful candidate will have proven first-chair experience (i) advising on securities law and public company reporting; and (ii) drafting and negotiating complex corporate and commercial agreements.
ESSENTIAL DUTIES AND RESPONSIBILITIES:
Prepare, review and advise on securities filings, including proxy statements, Section 16 filings, and Forms 10-Q, 10-K, 8-K, and other documentation required by SEC and NYSE rules and regulations;
Interpret and advise on all aspects of securities laws and regulations including Securities Act of 1933, Securities Exchange Act of 1934 and Regulation FD;
Draft and negotiate critical corporate and commercial agreements (M&A, real estate, procurement, IT, IP, corporate governance);
Counsel and provide overall deal support for strategic transactions across M&A, real estate, corporate, commercial and technology, including managing due diligence process and maintaining data room. Draft and maintain closing checklists. Draft, review and negotiate NDAs, LOIs, asset purchase agreements and other transaction-related documentation;
Advise on and administer policies and procedures relating to securities law compliance and disclosure and other public company compliance matters;
Brainstorm with legal team on “out of the box” solutions to difficult problems and be a creative “thought leader” on strategic initiatives;
Support Board of Director and committee meetings, including by drafting resolutions, creating meeting materials, staying current on key corporate governance issues and providing general corporate governance advice;
Collaborate with stakeholders from various departments, including finance, tax, real estate, marketing, corporate communications, investor relations, procurement, and IT; and
Strategically collaborate with and manage external counsel.
QUALIFICATIONS: To perform this job successfully, the employee must be able to work independently and take first-chair responsibility for (i) public company reporting and compliance and (2) negotiating and drafting complex agreements. The employee must also be a self-motivated professional with a strong work ethic and top-notch analytical and project skills. The employee must demonstrate good business judgment and decision making abilities and be able to manage and multi-task projects in a fast-paced and high-pressure environment. The employee must be able to maintain a high level of confidentiality, discretion and professionalism. The employee must be an effective communicator with strong interpersonal skills and have a practical mindset.
EDUCATION AND/OR EXPERIENCE: J.D. with strong academic credentials required. Minimum 8 years of related experience in a reputable law firm. Relevant in-house legal department experience also preferred. Strong background in securities laws and public company compliance, mergers and acquisitions and corporate governance. Experience in real estate and technology transactions would be a plus.
COMPUTER SKILLS: Strong knowledge of Microsoft Word, Excel and Outlook. Experience with PowerPoint.