CME Group
Sr. Director, Assoc General Counsel, Corporate Governance & Securities
CME Group, Chicago, Illinois, United States, 60290
Overview
Sr. Director, Assoc General Counsel, Corporate Governance & Securities role at CME Group. The SD, Associate General Counsel - Corporate Governance & Securities will serve as a subject matter expert and leader within CME Group’s Office of the Secretary. The role reports directly to the ED, Associate General Counsel & Corporate Secretary. The responsibilities cover corporate and securities matters for a large, highly-regulated public company, including compliance with SEC disclosure requirements (Forms 10-K, 10-Q, 8-K, Proxy Statements and Section 16 filings) and NASDAQ listing standards; assisting with Board of Directors matters including corporate secretarial duties; supporting subsidiary management; and advising on corporate governance matters. The candidate should demonstrate strong talent management and supervisory skills, project management experience, organization and interpersonal abilities, and provide practical, nuanced guidance on corporate and securities disclosures for publicly-listed companies.
Principal Accountabilities
Preparing and reviewing SEC filings, including 10-Ks, 10-Qs, 8-Ks, S-8s, Section 16 filings, proxy statements, etc., and advising on applicable securities law issues in a practical, risk-based manner tailored to the company’s issues. Includes advice on Regulation S-K, Regulation FD, Non-GAAP disclosures, risk factors and litigation disclosures, and analysis of conflicts of interest, independence and regulatory matters, including as identified in D&O questionnaires.
Monitoring and demonstrating compliance with federal and state securities and corporate laws, and NASDAQ rules and industry standards affecting public-company reporting or compliance, including Sarbanes-Oxley, Dodd-Frank and proxy advisory firms.
Advising on compliance with insider trading laws, including Section 16 filings and application of quarterly and event trading restrictions.
Advising on U.S. and international corporate governance matters, including Delaware corporate law questions, charter and bylaw provisions, governance guidelines, independence and related party transactional matters, and Board committee charters and policies, in addition to general corporate law matters.
Supporting global corporate initiatives and subsidiary management, including coordination of domestic and foreign subsidiary board and shareholder meetings, materials and approvals, and state corporate filings.
Producing information for auditor and regulatory requests.
Collaborating with and providing legal support to a broad range of departments and functions (e.g., Accounting, Tax, Finance, Investor Relations) and assisting with corporate financings, restructuring transactions, due diligence and document preparation.
Drafting minutes, resolutions, and approvals for the Board of Directors, Board committees and shareholders, recognizing regulatory implications of the documentation.
Developing and implementing efficiencies to improve existing processes and procedures.
Qualifications
JD degree from an accredited law school with excellent academic credentials; admitted to the US Bar (preferably IL or NY).
10+ years experience at a law firm and/or in-house corporate environment with a sophisticated international securities/corporate governance/corporate finance practice.
Substantial experience in corporate securities ("33" and "34" Act) and corporate governance.
Experience advising U.S.-based multinational corporations on complex matters in a nuanced, tailored basis.
Ability to quickly grasp main risk and governance issues and apply cross-context guidance for consistent governance advice across the company.
Proven ability to work effectively with a team across jurisdictions; experience leading or mentoring a team is a plus.
Strong written and verbal communication skills; professional in interactions, demeanor and presentation.
Confident and decisive under pressure; highly responsive, discreet, and able to maintain confidentiality.
Excellent management skills and business judgment; able to align legal advice with overall business objectives and risk/reward considerations.
Proactive, eager to learn new areas of the law and understand the industry and company’s business.
Solid project management skills with the ability to manage several assignments simultaneously and deliver accurate work on time.
Ability to clearly explain complex securities and governance topics at an executive level to non-lawyer audiences.
Seniority level
Director
Employment type
Full-time
Job function
Legal
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Sr. Director, Assoc General Counsel, Corporate Governance & Securities role at CME Group. The SD, Associate General Counsel - Corporate Governance & Securities will serve as a subject matter expert and leader within CME Group’s Office of the Secretary. The role reports directly to the ED, Associate General Counsel & Corporate Secretary. The responsibilities cover corporate and securities matters for a large, highly-regulated public company, including compliance with SEC disclosure requirements (Forms 10-K, 10-Q, 8-K, Proxy Statements and Section 16 filings) and NASDAQ listing standards; assisting with Board of Directors matters including corporate secretarial duties; supporting subsidiary management; and advising on corporate governance matters. The candidate should demonstrate strong talent management and supervisory skills, project management experience, organization and interpersonal abilities, and provide practical, nuanced guidance on corporate and securities disclosures for publicly-listed companies.
Principal Accountabilities
Preparing and reviewing SEC filings, including 10-Ks, 10-Qs, 8-Ks, S-8s, Section 16 filings, proxy statements, etc., and advising on applicable securities law issues in a practical, risk-based manner tailored to the company’s issues. Includes advice on Regulation S-K, Regulation FD, Non-GAAP disclosures, risk factors and litigation disclosures, and analysis of conflicts of interest, independence and regulatory matters, including as identified in D&O questionnaires.
Monitoring and demonstrating compliance with federal and state securities and corporate laws, and NASDAQ rules and industry standards affecting public-company reporting or compliance, including Sarbanes-Oxley, Dodd-Frank and proxy advisory firms.
Advising on compliance with insider trading laws, including Section 16 filings and application of quarterly and event trading restrictions.
Advising on U.S. and international corporate governance matters, including Delaware corporate law questions, charter and bylaw provisions, governance guidelines, independence and related party transactional matters, and Board committee charters and policies, in addition to general corporate law matters.
Supporting global corporate initiatives and subsidiary management, including coordination of domestic and foreign subsidiary board and shareholder meetings, materials and approvals, and state corporate filings.
Producing information for auditor and regulatory requests.
Collaborating with and providing legal support to a broad range of departments and functions (e.g., Accounting, Tax, Finance, Investor Relations) and assisting with corporate financings, restructuring transactions, due diligence and document preparation.
Drafting minutes, resolutions, and approvals for the Board of Directors, Board committees and shareholders, recognizing regulatory implications of the documentation.
Developing and implementing efficiencies to improve existing processes and procedures.
Qualifications
JD degree from an accredited law school with excellent academic credentials; admitted to the US Bar (preferably IL or NY).
10+ years experience at a law firm and/or in-house corporate environment with a sophisticated international securities/corporate governance/corporate finance practice.
Substantial experience in corporate securities ("33" and "34" Act) and corporate governance.
Experience advising U.S.-based multinational corporations on complex matters in a nuanced, tailored basis.
Ability to quickly grasp main risk and governance issues and apply cross-context guidance for consistent governance advice across the company.
Proven ability to work effectively with a team across jurisdictions; experience leading or mentoring a team is a plus.
Strong written and verbal communication skills; professional in interactions, demeanor and presentation.
Confident and decisive under pressure; highly responsive, discreet, and able to maintain confidentiality.
Excellent management skills and business judgment; able to align legal advice with overall business objectives and risk/reward considerations.
Proactive, eager to learn new areas of the law and understand the industry and company’s business.
Solid project management skills with the ability to manage several assignments simultaneously and deliver accurate work on time.
Ability to clearly explain complex securities and governance topics at an executive level to non-lawyer audiences.
Seniority level
Director
Employment type
Full-time
Job function
Legal
#J-18808-Ljbffr