Corporate Governance and Securities Senior Manager- Contractor

Align Technology; San Jose (CA); On-site; USD 120,000 - 180,000; Full time

Job summary

A leading technology company based in San Jose, California, is seeking a Sr. Corporate Governance and Securities Manager to provide legal support for corporate transactions and ensure compliance with regulatory requirements. This newly created role requires 10+ years of corporate legal experience and a Juris Doctorate from an ABA-accredited law school. The ideal candidate will have excellent communication skills, the ability to work in a fast-paced environment, and a strong business sense.

Qualifications

• 10+ years of corporate legal experience advising public companies.
• Active bar membership in good standing in at least one U.S. state.
• Ability to travel periodically.

Responsibilities

• Develop and maintain compliance policies for SEC and other regulations.
• Prepare and manage company’s annual proxy statements.
• Provide legal guidance for strategic transactions.

Skills

Corporate legal experience

Excellent communication skills

Strategic thinking

Attention to detail

Leadership abilities

Business sense and integrity

Education

Juris Doctorate (JD)

Tools

Wdesk/Workiva

Intelligize

Job description

Overview

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
• Attention to detail, strategic thinking, and the ability to provide practical advice with a global long-term mindset focused on operational efficiencies in a rapidly growing company
• Sound judgment; ability to clearly make reasoned decisions and recommendations; ability to think cross-functionally and determine who should be kept informed
• Good business sense, integrity, honesty, and a sense of urgency; ability to work in a fast-paced, collaborative environment and handle changing priorities
• Demonstrated leadership and ability to work effectively with colleagues and clients in a dynamic setting
• 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
• Ability to travel periodically, domestically and internationally, primarily to Align locations in the United States
• Willingness to work in a global environment, including handling calls outside normal working hours
• Experience supporting charitable corporate organizations or foundations is a plus
• High integrity and ethics in all dealings
• Collaborative personality with resilience and openness to learning
• Familiarity with Wdesk/Workiva and Intelligize is a plus

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Equal Opportunity Statement

Align Technology is an equal opportunity employer. We are committed to providing equal employment opportunities in all our practices, without regard to race, color, religion, sex, national origin, ancestry, marital status, protected veteran status, age, disability, sexual orientation, gender identity or expression, or any other legally protected category. Applicants must be legally authorized to work in the country for which they are applying, and employment eligibility will be verified as a condition of hire.