Director, Corporate Counsel (Securities & Corporate Governance)

Role Summary

The Director, Corporate Counsel will serve as a legal advisor on securities law and corporate governance matters, public company reporting obligations, Nasdaq compliance, and financing activities. Reporting to the SVP, Corporate Counsel, this position will be part of a dynamic Legal team.

Responsibilities

• Providing advice on the company‚Äôs compliance with applicable securities laws and Nasdaq rules and regulations
• Drafting and/or reviewing SEC filings (in collaboration with cross-functional team, auditors and outside counsel, as appropriate), including 10-K, 10-Qs, Proxy Statements, 8-Ks, Section 16 reporting (Forms 3, 4, and 5), and ensuring compliance with SEC and Nasdaq rules and regulations
• Assisting with preparing materials for and conducting annual stockholder meetings
• Collaborating with the SVP, Corporate Counsel to support the Chief Legal Officer in maintaining and managing the company‚Äôs corporate governance and corporate secretary matters relating to the company‚Äôs Board of Directors and its committees, including Sarbanes Oxley compliance (e.g., drafting agendas, preparing or reviewing board mailing materials, supporting the drafting or reviewing of minutes and resolutions, maintaining board records)
• Assisting on executive and director compensation matters, including providing advice and counsel on matters relating to plan documentation and related securities matters, including preparation of Form S-8 registration statements
• Supporting insider trading prevention policy compliance, including trading window and preclearance processes; collaboratively drafting communications and providing trainings for the company regarding insider trading laws and requirements; supporting 10b5-1 plan requirements
• Collaborating with the Legal team, Disclosure Committee and cross-functionally to advise on disclosure matters, including involvement in the review of earnings and other press releases, presentations, significant internal communications, and other announcements
• Providing support for transactions, as needed, such as securities offerings, financings, investments, and/or other strategic transactions; supporting internal teams and leading due diligence activities; working with outside counsel, as appropriate
• Supporting public company and other compliance efforts, including the development and ongoing review of policies, procedures, and corporate governance materials, as well as implementation of training initiatives
• Building and supporting the culture of the Legal department as a valued business partner, by working collaboratively with key stakeholders (including senior management and other internal clients), gaining a deep understanding of the business and its needs, and implementing a pragmatic approach to advising consistent with those needs
• Monitoring and keeping senior leadership apprised of securities laws and corporate governance trends and developments
• Providing legal support for a diverse range of matters related to day-to-day operations of the company, as needed; collaborating cross-functionally with other departments, including Finance, Corporate Communications, Human Resources, and others on various projects, initiatives, and activities

Qualifications

• Juris Doctor (J.D.) from an ABA-accredited law school; be an attorney in good standing with license to practice in the state where you reside; and have the ability to obtain CT in-house counsel registration
• A minimum of 3 years of relevant legal experience at a law firm in a practice focused on serving biotech/biopharmaceutical/pharmaceutical U.S. public company clients
• Experience at clinical-stage biotech or commercial-stage biotech/biopharmaceutical/pharmaceutical company(ies) is a plus
• Demonstrate comprehensive knowledge of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations of the SEC under those acts, and of the requirements of Nasdaq, as well as Sarbanes Oxley
• Have an understanding of the Delaware General Corporation Law and be proficient in the principles and practice of foundational aspects of corporate law
• Have an understanding of the laws and regulations applicable to the development and commercialization of pharmaceutical products is a plus
• Demonstrate financial literacy and comprehension and articulation of corporate finance disclosure issues, and comfort discussing financial statement concepts
• Ability to contribute to discussions of general business issues, to work well with a wide range of clients, from senior executives to operating personnel, and to work independently as well as to lead a project from conception to completion
• Ability to analyze complex legal and regulatory material, communicate the implications in clear and simple language, and recommend appropriate courses of action
• Ability to use legal technology commonly leveraged to support a corporate governance and securities law practice, including familiarity with securities filing software, document management systems, and research resources, in addition to having general computer and MS Office skills
• Manage outside counsel for cost-efficient, time-optimized and high-quality deliverables
• Possess and demonstrate exceptional judgment, self-management, impeccable ethics, and a high degree of personal and professional maturity
• Strong sense of accountability and ownership
• Highly organized and detail-oriented
• Exceptional multi-tasker with strong work ethic to deliver timely, high-quality work product
• Positive, growth mindset
• Thrive in a fast-paced, rapidly evolving environment and view obstacles as opportunities; strong problem-solving and decision-making skills with demonstrated ability to think creatively
• Proactive in identifying issues and offering pragmatic solutions for short and long-term success and growth for the business and Legal team
• Strong interpersonal, written and verbal communications skills; highly collaborative and able to build strong relationships with colleagues; ability to effectively work independently and as a teammate in hybrid working environment
• Team player willing to support the Legal team and business on broader initiatives and pitch-in where needed
• Demonstrated ability to be a valued business partner, with interest and ability to learn the business and the science of the company
• Have a high-quality and continuous improvement orientation, ensuring we are staying current with relevant laws, regulations, guidance, policies and codes in how we identify and mitigate risk and provide solutions to the business
• Ability to periodically travel (e.g., to work on-site at Company headquarters in New Haven, CT as needed, attend company meetings and/or department meetings)