"Alerted.org

Description

Key Responsibilities:

Corporate Governance & Board

•Develop and implement corporate governance best practices, ensuring compliance with NYSE listing standards and applicable laws

•Advise on board composition, committee structures, governance policies

•Manage board and committee meetings (prep of agendas, review of materials, drafting resolutions, maintaining minutes)

•Coordinate comms and follow-up actions between the Board, exec leadership, stakeholders

Securities Law Compliance

•Provide legal counsel on SEC reporting and disclosure obligations (10-Ks, 10-Qs, 8-Ks, proxy statements, Section 16 filings, Schedule 13D and G filings, conflict minerals disclosures)

•Advise on exec comp matters, stockholder proposals, stakeholder engagement

•Collaborate across departments: IR, Finance, Treasury, Tax, Internal Audit, Communications, HR, and Corp Citizenship & Sustainability to manage securities law compliance

Proxy Statement

•Lead prep/filing of the annual proxy statement, ensuring timely/accurate disclosures

•Coordinate with cross-functional teams to compile and review relevant data/materials Corp Secretary Office Mgmt

•Oversee daily operations of Corp Secretary's office, including maintenance of corporate records and regulatory filings

•Establish/enhance internal processes to support legal compliance and board effectiveness; manage departmental budget, board-related expenditures

Stockholder Relations

•Collaborate with IR, Global Comms, HR, and Global Corp Citizenship & Sustainability teams to develop effective stockholder communication strategies

•Review press releases, support stockholder inquiries, lead preparation for annual meetings

•Collaborate with advisers for Lauder family stockholders

M&A

•Lead and manage legal aspects of domestic and international M&A transactions, including minority investments

•Advise on deal structuring, arrangements with founders/key employees; negotiate key terms/agreements

•Draft and review transactional documents (purchase agreements, NDAs, employment and stockholder agreements, closing documents)

•Manage outside counsel; coordinate with internal specialists

•Support competition law compliance and pre-closing requirements

•Support post-closing integration (intellectual property transfers, regulatory updates, resolution of matters from due diligence or that arise post-closing)

Financing: Support the legal needs of Treasury team in debt offerings, bank agreements, commercial paper issuances, other treasury-related matters

Stakeholder Mgmt: Build strong relationships with internal leaders, external advisors, transaction counterparties to facilitate collaboration/drive business outcomes

Corporate Subsidiary Mgmt: Manage governance processes at subsidiaries around the world

Legal Function Mgmt

•Manage the Corp Secretary’s office and the extended Corporate, M&A and Board Affairs team in daily operations, ensuring efficient/accurate management of corporate records, documents, filings

•Establish effective processes and systems to support compliance with legal and regulatory requirements

•Prepare and oversee budget; manage expenses in the office and for Board

•Collaborate with the General Counsel and Legal function leadership on matters relating to overall functioning/ development of attorneys and other professionals

Qualifications

This role serves as a key legal advisor for corporate governance, securities law compliance, and legal aspects of mergers and acquisitions, providing counsel to senior leadership, Board of Directors and functions throughout the Company to ensure adherence to regulatory requirements and best practices. The position requires deep expertise in corporate governance, public company compliance, and hands-on leadership in managing complex M&A transactions across all phases from assessment to post-closing integration and managing the corporate secretary function for a large publicly traded company.

Education & Licensing

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

+ Admission to a State Bar (NY, NJ, CA, DEL, etc.)

Experience

+ Minimum 20 years of legal experience, with significant exposure to securities law, corporate governance, public company operations and M&A.

+ Background in a top-tier law firm and as in-house counsel at a NYSE-listed or NASDAQ public company

Technical Expertise

+ In-depth knowledge of U.S. securities laws, corporate governance standards, and public company compliance

+ Demonstrated experience managing the corporate secretary function, including board support and recordkeeping

+ Experience with legal technology used (and developing) in the legal and corporate governance areas (e.g., board portals, SEC filings, subsidiary management, electronic invoicing, and M&A)

Governance, Legal and Business Acumen

+ Strong understanding of expectations of institutional investors, proxy advisory firms, and regulatory bodies

+ Proven ability to advise boards and senior leadership on governance and compliance matters

+ Must demonstrate strong financial acumen

+ General knowledge of accounting practices preferred

Professional Affiliations

+ Active membership in relevant legal and governance organizations (e.g., Society for Corporate Governance)

Equal Opportunity Employer

It is Company's policy not to discriminate against any employee or applicant for employment on the basis of race, color, creed, religion, national origin, ancestry, citizenship status, age, sex or gender (including pregnancy, childbirth and related medical conditions), gender identity or gender expression (including transgender status), sexual orientation, marital status, military service and veteran status, physical or mental disability, protected medical condition as defined by applicable state or local law, genetic information, or any other characteristic protected by applicable federal, state, or local laws and ordinances. The Company will endeavor to provide a reasonable accommodation consistent with the law to otherwise qualified employees and prospective employees with a disability and to employees and prospective employees with needs related to their religious observance or practices. Should you wish to apply for this position or any other position with the Company and you believe you require assistance to complete an application or participate in an interview, please contact [email protected].