Title:  Senior Principal Counsel, Governance & Securities

Job Title: Senior Principal Counsel, Governance & Securities

Job ID: 37764

Job Location: (On Site) Melbourne, FL

Job Schedule: 9/80: Employees work 9 out of every 14 days – totaling 80 hours worked – and have every other Friday off 

Job Description:

Large-cap company seeking a mid-level associate with experience advising public clients with ’34 Act reporting requirements, securities offerings and corporate governance looking to transition to in-house role. Strategic transactions provide built-in growth potential for a motivated candidate. 

Essential Functions:

• Drafts disclosure for 1933 Act and 34 Act filings, including registration statements, periodic reports (Forms 10-K, 10-Q, 8-K), Section 16 filings and proxy statements.
• Advises on board and committee operations, related-party transactions, director independence and governance documents.
• Particular emphasis on advice related to executive compensation matters.
• Works closely with corporate secretary, controllership, total rewards, investor relations, treasury, corporate strategy, and business counsel to ensure compliance with federal securities laws and governance best practices.
• Assists with development, maintenance and administration of standard forms, policies and procedures relating to securities compliance, disclosure practices, non-GAAP financial measures, forward-looking statements insider trading, ownership reporting, and Reg FD.
• Coordinates legal due diligence and disclosure review for SEC filings, earnings releases, investor presentations, and other public communications.
• Prepares board and committee materials, meeting minutes, resolutions, and maintains corporate records and governance documents.
• Reviews, analyzes and keeps current on legal developments relevant to securities law, proxy rules, SEC rulemaking, and stock exchange listing requirements.
• Identifies development/training opportunities and assists in educating internal cliend on securities law compliance, insider trading policies, disclosure obligations, and governance best practices.

Qualifications:

• Bachelor’s Degree with a minimum of 15 years of prior related experience. Graduate Degree with a minimum of 13 years of prior related experience. In lieu of a degree, minimum of 19 years of prior related experience.   
• Juris Doctor from ABA-accredited law school.
• Membership in good standing of the Florida Bar, or ability to register as a Florida in-house counsel.
• 5 years of experience in securities law and public company matters as a lawyer practicing in a law firm corporate/securities/capital markets practice and/or in the legal department of a public company.

Preferred Additional Skills:

• Confidence interacting with senior management
• Experience leveraging large language models to promote efficiency
• Ability to read and understand financial statements and basic accounting
• Understanding of outside counsel best practices, billing and matter management

#LI-NR1