231638 Outsourcing (WFH) BNYM - Corporate Secretarial and Disclosure Group -NY Governance Attorney

Special Counsel is seeking a seasoned attorney to serve as Managing Counsel directly with our client in the field of Corporate Governance. Please review the job description below and if interested, respond with your resume in word format (PDF resumes will not be accepted)

The Managing Counsel’s primary role will be to advise and assist with corporate governance (both parent and subsidiary) and public company board matters, shareholder engagement, and assisting the Corporate Secretary with advising the Board of Directors. This position may also include the management of paraprofessionals within the larger group.

Specific responsibilities include:

  • Advise on legal issues with respect to corporate governance, including:
  • Director and Office Independence and conflicts assessment ;
  • Organizational documents (charters, by-laws, governance guidelines etc.);
  • ISS/Glass Lewis engagement;
  • Corporate policies, presentations, memoranda and resolutions; and
  • NYSE and Delaware corporate law requirements.
  • Advise on shareholder management and assist with shareholder engagement;
  • Contribute to the execution of Parent and major subsidiary board and committee matters, including:

  • Preparing board and board committee agendas and materials;
  • Drafting a variety of documents such as board and shareholder consents, minutes, etc.; and
  • Maintaining key records of these legal entities.

  • Monitor rulemaking on securities, disclosure and governance matters and assist in implementation of new or amended rules and best practices;

  • Provide legal advice and oversee establishment of policies to support subsidiary governance as well as ensure corporate compliance by parent-managed subsidiaries;
  • Advise generally on U.S. corporate law, SEC disclosure and regulatory matters;
  • Advise on executive compensation issues and oversee preparation and filing of annual proxy statement, including legal advice on inclusion of any shareholder proposals;
  • Assist with preparations for the annual shareholder meeting;
  • Advise on Regulation FD and Regulation G issues, including material press releases, investor presentations and other Corporate Communications and Investor Relations matters;
  • Advise generally on U.S. corporate law, SEC disclosure and regulatory matters;
  • Support Marketing, Corporate Communications and Investor Relations teams;
  • Work with, guide, and manage outside counsel from time to time; and

  • Perform other related duties and ad hoc projects as required.

    Skills include:


  • [   ] years of legal experience with a major law firm or relevant in-house experience, with a demonstrated focus on corporate governance and securities disclosure
  • Significant hands on experience managing corporate boards and advising on corporate governance topics
  • Top academic credentials and excellent written and oral communications skills
  • Strong organizational and project management skills
  • Demonstrated ability to work in a fast-paced environment with a strong focus on collaboration
  • Exercises good judgment in consulting colleagues, clients and management and interacts well with colleagues, clients and management
  • Proven leadership abilities
  • Acute attention to detail
  • Experience managing diverse high functioning teams
  • JD required – Admitted to a US Bar (preferably NY)

  • Equal Opportunity Employer/Veterans/Disabled

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    The Company will consider qualified applicants with arrest and conviction records

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    The Adecco Group North America family of brands has been named a 2019–2020 Great Place to Work®.