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Corporate Governance Attorney - (contract, remote)

Company: Yorkson Legal
Location: Orlando
Posted on: November 22, 2021

Job Description:

Leading mass media company seeks a temporary corporate attorney with broad corporate and securities experience to provide support during the upcoming proxy season for public company corporate governance and executive compensation matters. This position will report to the Vice President and Assistant General Counsel. Competitive/Negotiable hourly rate.
Key Responsibilities Include:

  • Prepare and review the Company's proxy statement, including drafting all corporate governance disclosure, assisting with reviewing and advising on the CD&A, related executive compensation tabular and pay ratio disclosure, preparing the stock ownership tables and related disclosure and coordinating supporting documentation.
  • Coordinate the proxy statement distribution to stockholders in accordance with regulatory requirements and Company processes, including managing the activities of Broadridge and other vendors to ensure timely distribution .
  • Work closely with the human resources team advising on executive compensation matters, including senior management agreements, incentive plans and programs, stock ownership guidelines, severance plans and any related public company disclosure considerations, as well as supporting the Compensation Committee and Equity Awards Committee, including drafting and reviewing meeting relevant memoranda, resolutions and other supporting materials.
  • Partner with the investor relations and human resources teams on shareholder engagement activities.
  • Advise on ISS, Glass Lewis and investor voting policies and corporate responses.
  • Coordinate and advise on the Company's Annual Meeting.
  • Support and advise on key corporate governance processes, including reviewing and analyzing responses to annual D&O questionnaires.
  • Be responsible for preparing Section 16 filings, including overseeing a paralegal in submitting filings with the SEC.
  • Provide legal advice to ensure compliance with SEC and New York Stock Exchange requirements, as well as any applicable requirements under the Sarbanes-Oxley Act and the Dodd-Frank Act.
  • Collaborate with cross-functional teams, including finance, human resources, tax, treasury and accounting on various director and executive compensation and benefits matters, including reviewing director retainer fee payments, assisting with the annual preparation of 1099 filings for director compensation and reviewing 409A communications for selected employees.
  • Provide legal support to the corporate legal team on various other matters as needed, including corporate governance, subsidiary management and other corporate secretary functions.Minimum Required Qualifications:
    • Undergraduate and J.D. degrees from recognized institutions and a member in good standing of the New York bar.
    • At least 8+ years' relevant work experience, principally in the areas of corporate and federal securities law. Experience in executive compensation matters a plus.
    • Experience in-house at a public company with broad and deep expertise in corporate and federal securities laws, executive compensation, corporate governance and board governance matters, including best practices.

Keywords: Yorkson Legal, Orlando , Corporate Governance Attorney - (contract, remote), Legal , Orlando, Florida

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