Clarivate is seeking an experienced Director, Assistant General Counsel - Securities and Governance to join our global Legal team! This is an excellent opportunity for a motivated individual with a strong corporate and securities background to contribute to our organization's success. This is a critical role that requires a deep understanding of legal and regulatory requirements and corporate governance trends and expectations, as well as extensive experience in managing corporate secretary functions for a publicly traded company. Members of Clarivate’s Legal team must be resourceful, creative, and eager to take ownership of complex matters.
You will support and take significant responsibility for all aspects of Clarivate’s public company obligations, primarily focused on U.S. public company disclosure, compliance and corporate governance, multi-jurisdiction corporate compliance, corporate finance transactions (including capital markets transactions, credit facilities and corporate banking matters), as well as corporate restructuring, finance, tax, equity, executive compensation, and stock administration matters.
You will work in a dynamic, fast-paced, client-facing environment and will have the opportunity to partner closely with colleagues in finance, investor relations, tax, stock administration, equity administration, compliance, sustainability and communications while forming part of a collaborative legal department that is valued for its clear and concise advice. You will also provide direct support to the Board of Directors and executive leadership team in connection with their governance, disclosure and oversight responsibilities.
About You – experience, education, skills, and accomplishments…
- JD or LLM from an accredited law school and maintains active bar membership in at least one US state.
- 10+ years of relevant corporate and securities experience at a law firm and/or in-house experience in a corporate or securities compliance function at a public company
- Deep knowledge of SEC rules and regulations, Sarbanes-Oxley, listing exchange requirements, and other applicable laws and regulations. Ability to navigate such requirements and provide creative business-oriented solutions.
- Comprehensive knowledge of corporate governance principles, practices, and regulations, including expectations of institutional investors and proxy advisory firms.
- Proven track record in supporting or managing corporate secretary functions for a publicly traded company and experience in maintaining corporate records, preparing board materials, and managing board communications.
What will you be doing in this role?...
- Prepare and distribute materials for board and committee meetings, drafting resolutions, managing board/committee communications, maintaining corporate minutes and records, and onboarding new directors.
- Coordinate with senior executives and board members to ensure effective communication and follow-up on board actions.
- Advise and manage corporate governance policies and practices to ensure compliance with applicable laws, regulations, and listing requirements, including board and committee structure, composition, operations and governance; executive compensation; and shareholder engagement.
- Provide expert legal advice and guidance on a wide range of corporate securities and SEC reporting and compliance matters, including but not limited to SEC filings (10-K, 10-Q and 8-K) and other securities law disclosures, shareholder proposals, shareholder engagement, executive compensation disclosures, Section 16 filings, Section 13 filings, and other securities regulatory compliance matters.
- Collaborate with internal and external legal teams, other internal functions, such as financial reporting, investor relations, treasury, tax, communications, human resources and sustainability to manage legal risks effectively.
- Partner with cross-functional teams on reviewing earnings and other press releases, presentations, significant internal communications and other announcements to ensure accurate and timely disclosures to investors, regulatory bodies and the public.
- Manage the annual shareholder meeting and lead the process for preparation of the proxy statement.
- Develop, implement, maintain and provide training regarding internal policies and controls to ensure ongoing compliance with securities laws, including Regulation FD, Regulation G, insider trading policies, and 10b5-1 plans.
- Counsel on a range of corporate-related matters such as executive compensation, equity plans, stock administration and related policies.
- Monitor US and global regulatory and legislative developments in cyber security, climate, environmental, social, and governance initiatives to determine legal obligations and disclosure requirements and ensure compliance with these measures.
- Support on the company’s sustainability reporting.
- Support the corporate secretary function in the day-to-day operations of the function, ensuring efficient and accurate management of corporate records, documents, and filings.
- Establish and maintain effective processes and systems to support compliance with legal and regulatory requirements.
- Support subsidiary governance and legal entity management operations globally, including close collaboration with accounting/tax departments on legal entity structuring, intercompany arrangements, and annual filings.
- Act as the primary point of contact with regulatory bodies such as the SEC and the NYSE.
- Take ownership of various disclosure procedures and internal controls, regularly evaluating and refining processes to enhance diligence and disclosure.
- Occasional travel for Board and internal meetings.
About the Team
The role will be an integral part of our Legal, Risk & Compliance (LRC) team. The LRC team is made up approximately 75 legal, risk & compliance professions globally. We operate as strategic business partners to many key stakeholders across the business.
Hours of Work
This is a full-time, hybrid position working within commutable distance to one of our US-based office locations. Ability to be flexible with working hours across regions and time zones worldwide.
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Clarivate is an Equal Opportunity Employer Vets/Minorities/Women/Disabled
