Associate General Counsel, Securities & Finance

Associate General Counsel, Securities & Finance

Associate General Counsel, Securities & Finance

Job Description

JOB SUMMARY:

The Associate General Counsel, Securities and Finance reports to the Vice President, Associate General Counsel, Securities and Finance and provides legal support to the corporate reporting, investor relations, finance, treasury, cash management, and tax departments with respect to public company SEC and NYSE compliance and disclosures, drafting, negotiation and documentation of public and private debt, cash management, and taxation transactions and legal entity management. This counsel will work closely with Darden senior management and may also interact directly with the board of directors.

ROLES AND RESPONSIBILITIES:

1. Draft, review and provide advice on ’34 Act filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements.
2. Provide advice and counsel on public company financial disclosures to the public markets, including compliance with Regulation FD, Regulation G and insider trading rules and policies.
3. Ensure NYSE compliance.
4. Shared supervision of a senior paralegal.
5. Oversee preparation and completion of Section 16 filings on behalf of the company, executive officers and directors.
6. Serve as Chair of the company’s Disclosure Committee and oversee compliance with the company’s Disclosure Controls and Procedures.
7. Manage the legal documentation of and otherwise facilitate public and private debt financings, including term debt, revolving credit, and other public and private capital markets transactions.
8. Draft, review and supervise documents necessary to complete other treasury department transactions, including share repurchases, bank account opening, closing and related documentation, interest rate, equity and commodity hedging, letters of credit and other related transactions.
9. Oversee and perform legal work related to legal entity creation, subsidiary management and other corporate secretarial functions.
10. Advise and support corporate structuring projects in support of the corporate tax department.
11. Assist in public company compliance policy and process review and improvement.
12. Assist in corporate board of directors meeting planning and support as required.
13. Provide support as needed on material and complex corporate and financial transactions.
14. Manage work assigned to outside law firms and other professional advisors to the company.

REQUIRED EXPERIENCE, TECHNICAL SKILLS, CERTIFICATIONS, & TRAINING:

1. Minimum 12 years of in-house or law firm experience
2. Member of at least one state bar
3. Strong knowledge of public company securities laws and financial regulations and related transactions
4. Excellent verbal and written communication skills
5. Works well individually and as part of a team and demonstrates reliability, resourcefulness and discretion.
6. Successfully prioritizes competing priorities in a fast-paced environment
7. Demonstrated strong initiative and the ability to manage and/or support large-scale projects requiring collaboration with multiple functional groups
8. Outstanding Ethics
9. Strong Business Acumen

REQUIRED EDUCATION LEVEL:

PREFERRED KNOWLEDGE, SKILLS, ABILITIES, EDUCATION LEVEL, & EXPERIENCES:

- Previous in-house experience strongly preferred