Counsel- Securities and Corporate Governance
August 2
🔄 Hybrid – Los Angeles
Description
• Advise the company and senior leadership on all aspects of the business, assessing business risks and opportunities through a public company lens. • Ensure compliance with SEC and Nasdaq rules and regulations, staying abreast of any changes and advising the company accordingly. • Meticulously prepare, review, and submit all required SEC filings, including 10-Ks, 10-Qs, 8-Ks, proxy statements, S-8s, and Section 16 filings. • Advise on and support the company's corporate governance policies and matters, and support the necessary controls, processes, and procedures. • Draft and manage all policies and procedures relating to the corporate and organizational governance of the company group, and analyzing and tracking related party transactions on a group-wide basis. • Review external communications, including press releases, investor presentations, and other announcements, ensuring accuracy and compliance. • Review and prepare Board and Committee agendas and materials, ensuring compliance with Board and Committee policies and charter documents. • Oversee, draft, and review documentation and materials in respect of corporate governance requirements and compliance, including the D&O questionnaires. • Draft Board and Committee meeting minutes, consents, resolutions, accurately reflecting discussions and decisions. • Partner with Investor Relations on compliance oversight, investor engagement activities, and the company's Annual Meeting. • Review and advise internal stakeholders with respect to investor presentations, offering materials, public announcements, earnings releases, and investor call scripts and other communications. • Advise on ISS/Glass Lewis voting policies and keep relevant teams informed of external governance trends, SEC and Nasdaq developments, and best practices. • Partner with the company's Human Resources team to advise on executive compensation practices, including senior management agreements, stock plan administration, executive agreements, incentive bonus plans and programs, severance plans, and related public company disclosure considerations. • Collaborate with Treasury and Accounting teams to ensure compliance with credit agreements, leveraging an understanding of accounting and corporate finance. • Work closely with internal audit, SOX, and compliance teams, advising on public company compliance matters. • Oversee and manage all aspects of the securities and capitalization table management function, including responsibility for management of outstanding securities (in electronic and paper form) with the company’s transfer agent. • Provide support to the company’s Treasury department, including capital markets and securities/debt offerings, credit agreements, and monitoring covenant compliance under the company’s credit facility and indentures. • Oversee subsidiary management, including maintaining compliance with corporate filings, international reporting requirements, and assisting with intercompany transactions. • Lead and support other projects from time to time. • Adhere to company values and all safety, environmental, security, and quality requirements.
Requirements
• Minimum of 5 years of experience practicing corporate and securities law at a reputable law firm or in-house legal department. • Juris Doctor (J.D.) degree from an accredited law school. • Active membership in good standing with at least one state bar. • Comprehensive knowledge of federal securities laws, SEC regulations, Nasdaq rules, and corporate governance principles. • Demonstrated expertise in public company reporting, compliance, and corporate governance matters. • Excellent legal drafting and analytical skills, with meticulous attention to detail. • Ability to work independently and collaboratively within a team environment. • Exceptional communication and interpersonal skills, both written and verbal, in English and Korean (fluency in Korean highly preferred but not required). • Strong project management skills and the ability to handle multiple priorities effectively. • Demonstrated experience with EDGAR filings.
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