About this role
Key Responsibilities
-
Lead and support preparation and review of SEC filings, including Forms 10-K, 10-Q, 8-K, proxy and information statements, registration statements and Section 16 filings.
-
Advise on Securities Act and Exchange Act compliance, disclosure requirements and public-company reporting obligations.
Support a broad range of capital markets and financing transactions, including:
-
PIPE transactions and private placements
-
Registered direct and underwritten offerings
-
At-the-market offerings
-
Equity lines and other structured equity financings
-
Shelf registration statements and resale registrations
-
Convertible and other debt financings
-
Advise on Nasdaq listing rules, shareholder approval requirements, continued listing compliance and related exchange matters.
-
Assist with M&A and strategic transactions, including acquisitions, dispositions, investments, joint ventures and related-party transactions.
-
Manage transaction execution, including drafting and negotiating transaction documents, coordinating due diligence and working with bankers, investors and outside counsel.
-
Support the company’s Board of Directors and committees, including preparation of resolutions, minutes, meeting materials and corporate approvals.
-
Advise on corporate governance, fiduciary duties, related-party transactions, insider trading, Regulation FD and disclosure controls.
-
Partner with finance and accounting teams on disclosure issues and the legal aspects of financial reporting.
-
Help manage the company’s capitalization, equity issuances and corporate records.
-
Monitor developments in SEC regulations, Nasdaq rules and market practice and advise management regarding their impact on the company.
-
Manage outside securities and transactional counsel and increasingly bring matters in-house where appropriate.
-
Assist with other strategic corporate and legal matters as needed.
Qualifications
-
J.D. from an accredited U.S. law school and active membership in at least one U.S. state bar.
-
Approximately 5–8+ years of relevant legal experience, with substantial experience at a leading law firm in securities, capital markets and public-company representation.
-
Strong working knowledge of the Securities Act of 1933, Securities Exchange Act of 1934 and Nasdaq listing rules.
-
Hands-on experience drafting and reviewing SEC filings and executing public and private securities offerings.
-
Experience advising Nasdaq- or NYSE-listed companies strongly preferred.
-
Experience with M&A, strategic transactions and corporate governance preferred.
-
Ability to independently manage transactions and SEC matters while knowing when to escalate significant issues.
-
Excellent drafting, analytical and project-management skills.
-
Commercial, practical judgment and the ability to operate effectively in a fast-paced environment with multiple simultaneous priorities.
-
Strong interpersonal skills and ability to work directly with senior executives, directors, investment bankers, auditors and outside counsel.
-
$180,000-$200,000 Compensation Range