Legal Counsel

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.