Assistant General Counsel – Corporate Governance
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Job Description
Providing specialized legal counsel and governance support to the Board of Directors and committees with 8-12 years of legal experience required.
Responsibilities:
- Provide comprehensive legal counsel and advisory services to the Board of Directors and Board committees (Audit, Nominating & Governance, Compensation, and other governance committees) on governance frameworks, regulatory requirements, and risk management matters.
- Develop, review, and update corporate governance policies, procedures, charters, and documentation to ensure compliance with applicable laws, regulations, and best practices; advise Board on governance trends.
- Prepare and manage Board meeting materials including agendas, resolutions, minutes, consent agendas, and committee materials; ensure proper documentation, recordkeeping, and confidentiality of Board information.
- Advise on Board composition, director qualifications, independence standards, conflicts of interest, related-party transactions, and Board committee structures and effectiveness.
- Provide legal analysis and counsel on executive compensation arrangements, equity plans, director and officer indemnification, and D&O insurance matters.
- Coordinate with external counsel, auditors, regulators, and other stakeholders regarding governance matters, regulatory examinations, and compliance inquiries.
- Advise on corporate transactions, material contracts, and significant business arrangements involving governance, regulatory, or compliance considerations requiring Board awareness or approval.
- Manage Board materials repository, governance documentation systems, and records management to ensure secure storage, version control, and appropriate access.
- Conduct legal research and analysis; prepare written legal opinions, memoranda, presentations, and governance documentation for Board and leadership.
- May assume additional legal responsibilities and special projects as needed to support organizational objectives and the broader legal department.
Requirements:
- Juris Doctorate degree from an accredited law school with a strong academic record and 8-12 years of professional legal experience.
- Admission to at least one state bar. If bar admission is in a state other than Florida, then the ability to be certified in Florida as Authorized House Counsel.
- Demonstrated expertise in corporate governance, including Board administration, governance policies, director and officer duties, and Board committee operations.
- Strong knowledge of corporate and commercial law, including corporate structure, bylaws, resolutions, and contract analysis.
- Demonstrated experience advising boards of directors or senior leadership on governance, compliance, and risk management matters.
- Proven ability to conduct legal research and analysis; prepare written legal opinions, memoranda, and governance documentation.
- Excellent written and verbal communication skills with ability to explain complex legal and regulatory concepts clearly to non-attorney audiences.
- Demonstrated leadership, project management, and organizational skills; ability to manage multiple priorities and meet deadlines.
- Strong interpersonal and relationship-building skills; ability to develop and maintain effective relationships with Board members, executives, and organizational stakeholders at all levels.
- Sound professional judgment and discretion; demonstrated ability to handle sensitive, confidential, and privileged information appropriately.
- Demonstrated initiative, self-motivation, and ability to work independently with minimal supervision.
Benefits:
- Medical, dental, vision, life and global travel health insurance;
- Income protection benefits: life insurance, short- and long-term disability programs;
- Leave programs to support personal circumstances;
- Retirement Savings Plan including employer match;
- Paid time off, volunteer time off, 10 holidays and 2 well-being days;
- Additional voluntary benefits available;
- A comprehensive wellness program
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