Job Description

Corporate Governance and Securities Senior Manager Contractor

Department: Legal

Employment Type: Full Time

Location: US-California-San Jose

Description

The position is ideal for an experienced, talented lawyer who can support our Vice President and Associate General Counsel, Corporate Securities and Public Affairs to fill the role of Sr. Corporate Governance and Securities Manager Contractor . This is a newly created position that offers the opportunity to work closely with various cross-functional teams to make an immediate impact relying on your analytic rigor, business judgment, prospective strategic thinking, creative problem-solving and ability to get things done.

Role expectations

• Develop and maintain policies and procedures to ensure compliance with SEC and other securities-related regulatory requirements applicable to publicly traded companies, including SOX, Dodd-Frank Act, Nasdaq listing standards and corporate governance initiatives
• Prepare and manage the company’s annual proxy statements (including shareholder proposals and proxy solicitations) and support the preparation and review of other SEC filings, including registration statements, Forms 10-K, 10-Q and 8-K as well as prepare for and manage Disclosure Committee meetings
• Actively assist senior management with earnings preparation and reporting, including IR presentations, scripts and earning releases
• Provide legal and business guidance concerning various strategic transactions, including due diligence, drafting and negotiation of M&A transactions, joint ventures, and other strategic investments
• Assist with Insider Trading Policy processes and procedures, including revisions, training on best practices, pre-clearance processes, and FINRA and SEC investigations, along with the review of 10b5-1 trading plans, and assist with preparation and review of Section 16 forms (including Forms 3 and 4) and Rule 144
• Oversee and assist in overall corporate secretarial functional matters, including preparation of notices, agendas, materials and minutes for board of directors and committee meetings, and preparation for annual shareholder meetings
• Provide counseling and training regarding Regulations FD and G and related party transactions review
• Legal support for finance department (including global corporate reporting, tax, investor relations, corporate communications, and executive compensation and human resources)
• Support Treasury transactions and matters, including debt offerings, credit facilities, dividend and stock repurchase programs, intercompany loans and agreements and charitable support and foundations
• Support the stock administration team, including review of equity plans and compliance with local securities regulations worldwide
• Partner with Internal Audit, Tax, Finance and other organizations on the company’s risk management and compliance programs
• Oversee the creation, management, compliance and dissolution of domestic and foreign entities, including the policies and procedures for establishing entities, managing and approving corporate powers, assisting with annual reporting and compliance and performing periodic compliance audits
• Collaborate with Tax to track, execute, design, and monitor intercompany working relationships and transactions among and between the various corporate entities
• Stay abreast of new and proposed securities law and corporate governance developments, best practices and trends to ensure continued compliance and anticipate trends and changes
• Assist with other legal corporate projects as requested

What we're looking for

Education and Licensing:

• Juris Doctorate (JD) from an ABA-accredited law school
• Active bar membership in good standing in at least one U.S. state and eligibility to obtain registered in-house counsel status in Arizona

Experience and Skills:

• 10+ years of corporate legal experience with a sophisticated law firm or in-house legal department; must include significant dedicated experience advising public companies on and preparing U.S. public company securities reporting requirements
• Excellent communications and interpersonal skills with the ability to describe complex legal subject matter to colleagues, as well as senior executives and board members. Adaptability and ability to self-start; must be proactive in providing counsel to internal and external clients
• To be a detailed-oriented and critical thinker. You must be proactive and possess the ability to think strategically and give practical advice with a global long-term mindset focused on creating operational efficiencies in a rapidly growing, cutting-edge company. You will have a track record of conducting careful and thoughtful analysis of complex corporate governance and securities law issues and applying such analysis to produce high quality work
• Sound judgment; ability to clearly make reasoned decisions and recommendations; ability to cross think and determine who should be kept informed
• Good business and common sense as well as a sense of urgency, honesty, integrity and fairness
• To demonstrate leadership and be comfortable working in a fast-paced, highly collaborative, team environment and demonstrate the ability to successfully handle frequent changes in priorities, deadlines, and workload. To be successful, you will need to be self-confident and inspire confidence from colleagues and clients
• A Juris Doctorate from an accredited law school and a license or qualification to practice law in the jurisdiction

Complementary skills

• A strong commitment to be a legal business partner to internal clients
• To travel periodically, both domestically and internationally, primarily to Align locations in the United States
• A willingness and the ability to work in a global environment, which includes handling calls outside normal working hours on a regular basis
• Experience supporting charitable corporate organizations or foundations a plus
• High integrity and ethics in all dealings
• A good sense of humor, openness to learning, resiliency and collaborative personality
• Familiarity with Wdesk/Workiva and Intelligize a plus

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