WDC Securities & Capital Markets Senior Associate

Paul Hastings; Washington (District of Columbia); On-site; USD 420,000 - 435,000; Full time

Job summary

Paul Hastings LLP in Washington, DC seeks a Securities & Capital Markets Senior Associate to prepare risk assessments and advise on shareholder engagement strategies, proxy rules, and board governance. You will draft Schedule 14A materials, respond to SEC comments, and help structure defenses against activist campaigns, including rights plans.

Candidates must have a JD or foreign equivalent and at least 3 years in securities regulation, with experience in mergers, corporate governance, and

Qualifications

• Requires a Juris Doctor or foreign equivalent degree.
• 3 years of experience in securities regulation and related areas.
• Experience with proxy contests, M&A structuring, and NYSE/NASDAQ compliance.
• Must be eligible for admission to the DC bar within 9 months.

Responsibilities

• Prepare strategic risk assessments for clients.
• Advise on shareholder engagement strategies and proxy advisory firms.
• Review and revise corporate charter documents and governance policies.
• Advise on responding to notices of nomination and shareholder proposals from activists.
• Prepare Schedule 14A proxy statements and related SEC filings.
• Negotiate settlements with activist investors.

Skills

Regulatory analysis

Legal drafting

Negotiation

Strategic thinking

Education

Juris Doctor or foreign equivalent

Job description

WDC Securities & Capital Markets Senior Associate positions offered by Paul Hastings LLP (Washington D.C.). Prepare strategic risk assessments for clients. Advise clients on shareholder engagement strategies, strategies for interacting with the leading proxy advisory firms, and board governance and fiduciary duty issues. Review and revise corporate charter documents, such as certificates of incorporation, bylaws, etc. Review and revise corporate governance policies. Advise clients on responding to notices of nomination and shareholder proposals from activist investors as well as shareholder demands to inspect books and records. Advise clients on the adoption and implementation of structural defenses (e.g., shareholder rights plans). Prepare Schedule 14A contested form of proxy statements and letters to the SEC, including in relation to the activist investor's proxy solicitation materials and Schedule 13D filings. Respond to SEC comment letters on proxy solicitation materials. Prepare Rule 14a-12 proxy solicitation filings. Prepare investor communications and shareholder communication materials (press releases, comments, etc.). Negotiate settlement agreements with activist investors.

Minimum Requirements

• Requires a Juris Doctor or foreign equivalent degree and 3 years of experience working in securities regulation, including advising on matters related to the Securities Exchange Act of 1934, SEC proxy rules, Schedule 14A, Current Reports on Form 8-K, Periodic Reports on Forms 10-K and 10-Q, Schedule 13D, corporate governance, board advisory matters, and NYSE and NASDAQ compliance.
• Must have 3 years of experience in each of the following:
• Working with proxy contests and shareholder activism matters
• Structuring and documenting public company mergers and acquisitions
• Must be eligible for admission to the DC bar within 9 months of commencement of employment
• Experience may be, but need not be, acquired concurrently.
• Position reports to Washington D.C. office. Telecommuting permitted in accordance with firm policy, but must live within commuting distance of stated office.

We are offering a salary of $420,000 to $435,000 per year.