Director and Senior Legal Counsel – Securities and Corporate Finance

Quick Facts

• Role: Director and Senior Legal Counsel – Securities and Corporate Finance

• Scope: Securities and corporate finance legal support for treasury/finance and public-company compliance.

Description

Provide senior legal support to treasury and finance across financing transactions and ongoing treasury activities. Handle securities filings and corporate governance deliverables while advising on securities laws and public-company compliance requirements, including Sarbanes-Oxley and Nasdaq/SEC rules. Manage outside counsel globally and support subsidiary management and legal entity restructuring.

Responsibilities

• Support treasury and finance functions on large financing transactions and day-to-day matters.
• Evaluate, advise on, and handle financing transactions including debt and equity offerings, bank financings, sale-and-leaseback transactions, and other structured financing.
• Review and negotiate documentation for treasury activities (e.g., factoring arrangements and hedging activities).
• Track and support compliance with covenants in debt documents, including assisting with debt document interpretation.
• Prepare and review securities filings: periodic and current reports, proxy statements, registration statements, Form SD (conflict minerals), and Section 16 filings.
• Draft and review Board of Directors and committee materials covering financial reviews, corporate governance, and strategic transactions.
• Support domestic and foreign subsidiary management and legal entity restructuring.
• Recommend policy, process, and practice changes affecting business units.
• Advise on securities laws and corporate governance matters.
• Support compliance administration for Sarbanes-Oxley, Nasdaq regulations, SEC regulations (including insider trading, Reg. FD, and Reg. G), and other public-company regulations.
• Collaborate with tax, treasury, investor relations, finance, and stock plan administration to develop strong working relationships.
• Manage outside counsel on a global basis.
• Work under general direction and keep the manager informed; manage multiple priorities effectively.

Requirements

• J.D. from an accredited law school
• Current member of the California (or other acceptable jurisdiction) bar association in good standing
• 8+ years of experience at a national law firm and/or as an in-house attorney
• Experience in capital markets, financing transactions, securities laws, and corporate governance
• Understanding of financial statements
• Proficiency drafting/reviewing/analyzing transaction documentation with strategy and risk considerations
• Experience working for and/or representing publicly traded companies
• Ability to identify and resolve issues proactively and provide business-focused legal advice
• Clear communication skills and strong interpersonal abilities
• Ability to produce high-quality work under deadline pressure; independent judgment and multi-project management
• Comfort working with minimal supervision and focusing on critical priorities

Preferred: Familiarity with conflict minerals disclosure rules and regulations.

Benefits

• Paid vacation and paid sick leave
• Medical/dental/vision insurance
• Life, accident, and disability insurance
• Tax-advantaged flexible spending and health savings accounts
• Employee assistance program
• Voluntary benefits (e.g., supplemental life and AD&D, legal plan, pet insurance, critical illness, accident and hospital indemnity)
• Tuition reimbursement
• Transit benefits
• Employee stock purchase plan
• WD Savings 401(k) Plan
• Potential bonuses under STI Plan or Sales Incentive Plan; potential LTI program for eligible roles (RSUs or cash equivalents)