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Senior Corporate Lawyer
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#489893
Full Time
Job Description
Seeking a seasoned corporate lawyer to support the legal requirements of US Foods, Inc. as a Corporate Paralegal.
About the Role:
This hybrid role combines onsite and remote work, requiring extensive experience in corporate law, particularly in managing documentation for board meetings, dividends, and compliance with securities laws.
• Main Responsibilities:
• Coordinate preparation and distribution of shareholder, board, and committee meeting materials utilizing Diligent, and generally support the organization of quarterly board meetings and annual shareholder meetings.
• Prepare initial drafts of corporate resolutions, board minutes, unanimous written consents, secretary's certificates, and related transactional back-up materials and similar corporate governance items.
• Assist with all SEC filings, including periodic reports (10K, 10Q, and 8K), Proxy Statements, Section 16 reports (Forms 3, 4, and 5) utilizing Workiva and NYSE reporting obligations.
• Assist with quarterly dividend payments, including preparing related consents and notices, and coordinating with Treasury and the transfer agent.
• Manage documentation of corporate policies required by the SEC or NYSE, including maintaining Insider Trading Policy pre-clearance and restrictive period participant lists, and ensuring that such policies are being followed and participant lists are updated.
• Provide support for certain SEC and NYSE requirements related to director and management equity, including drafting and maintenance of equity agreement templates, deferred equity arrangements, and working with the company's stock plan administrator and transfer agent.
• Responsible for formation and dissolution of corporate entities and general subsidiary maintenance, including filing annual reports, qualifications to do business in other states, and other similar tasks.
• Establish and maintain document management systems for all corporate entities, including stock certificates, minute books, and secretary of state filings.
• Manage Board and officer administration matters, including overseeing non-employee director compensation, preparing and recording annual Director and Officer Questionnaires, maintaining biographies and contact information, assisting with completion of reports or applications required to be completed by the Board or executive officers, etc.
• Support transactions and financial restructurings related securities law and corporate governance compliance, including setting up and populating data rooms, as needed.
• Provide other legal and administrative support to the General Counsel, Associate General Counsel, Corporate, and Assistant General Counsel, Corporate in securities law and other areas (including finance and M&A).
About the Team:
The successful candidate will be part of a dynamic team at US Foods, Inc., supporting the company's growth and success.
We offer a competitive salary and an annual incentive plan bonus.
Average base salary: $115,000 - $140,000 per year
Estimated total compensation: $140,000 - $175,000 per year
Requirements:
• Bachelor's degree in Law or relevant field;
• Minimum four-year paralegal certificate or relevant work experience;
• Minimum ten years of experience in public companies and securities law;
• Strong organizational skills, attention to detail, and proficiency in Microsoft Office tools (including Teams, Word, PowerPoint, Excel, etc.), Workiva, Diligent, PDF writer, and other software tools;
• Excellent communication and writing skills;
• Professional discretion and sophistication when interacting with directors and senior management;
• Familiarity with corporate governance, securities laws, and regulatory requirements.
About the Role:
This hybrid role combines onsite and remote work, requiring extensive experience in corporate law, particularly in managing documentation for board meetings, dividends, and compliance with securities laws.
• Main Responsibilities:
• Coordinate preparation and distribution of shareholder, board, and committee meeting materials utilizing Diligent, and generally support the organization of quarterly board meetings and annual shareholder meetings.
• Prepare initial drafts of corporate resolutions, board minutes, unanimous written consents, secretary's certificates, and related transactional back-up materials and similar corporate governance items.
• Assist with all SEC filings, including periodic reports (10K, 10Q, and 8K), Proxy Statements, Section 16 reports (Forms 3, 4, and 5) utilizing Workiva and NYSE reporting obligations.
• Assist with quarterly dividend payments, including preparing related consents and notices, and coordinating with Treasury and the transfer agent.
• Manage documentation of corporate policies required by the SEC or NYSE, including maintaining Insider Trading Policy pre-clearance and restrictive period participant lists, and ensuring that such policies are being followed and participant lists are updated.
• Provide support for certain SEC and NYSE requirements related to director and management equity, including drafting and maintenance of equity agreement templates, deferred equity arrangements, and working with the company's stock plan administrator and transfer agent.
• Responsible for formation and dissolution of corporate entities and general subsidiary maintenance, including filing annual reports, qualifications to do business in other states, and other similar tasks.
• Establish and maintain document management systems for all corporate entities, including stock certificates, minute books, and secretary of state filings.
• Manage Board and officer administration matters, including overseeing non-employee director compensation, preparing and recording annual Director and Officer Questionnaires, maintaining biographies and contact information, assisting with completion of reports or applications required to be completed by the Board or executive officers, etc.
• Support transactions and financial restructurings related securities law and corporate governance compliance, including setting up and populating data rooms, as needed.
• Provide other legal and administrative support to the General Counsel, Associate General Counsel, Corporate, and Assistant General Counsel, Corporate in securities law and other areas (including finance and M&A).
About the Team:
The successful candidate will be part of a dynamic team at US Foods, Inc., supporting the company's growth and success.
We offer a competitive salary and an annual incentive plan bonus.
Average base salary: $115,000 - $140,000 per year
Estimated total compensation: $140,000 - $175,000 per year
Requirements:
• Bachelor's degree in Law or relevant field;
• Minimum four-year paralegal certificate or relevant work experience;
• Minimum ten years of experience in public companies and securities law;
• Strong organizational skills, attention to detail, and proficiency in Microsoft Office tools (including Teams, Word, PowerPoint, Excel, etc.), Workiva, Diligent, PDF writer, and other software tools;
• Excellent communication and writing skills;
• Professional discretion and sophistication when interacting with directors and senior management;
• Familiarity with corporate governance, securities laws, and regulatory requirements.
