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Associate General Counsel - SEC Reporting & Disclosure

Philadelphia, PA
Full Time
04-11-2021
Practice Areas: Corporate Governance Job #: R-68821 Exp.: 6+ Years
Description:
The Associate General Counsel – SEC Reporting & Disclosure provides critical legal advice and support for the Company’s periodic financial filings, NYSE listing standards and related shareholder disclosures. This position is a direct report to the Deputy General Counsel – Compliance & Risk and supports the Corporate Secretary’s Office, Chief Accounting Officer and Investor Relations/Communications functions.

While this role is remote, we are seeking candidates who have the ability to drive within reasonable distance or a quick flight to Ferguson's Headquarters in Newport News, VA. On occasion, in person meetings and collaboration will take place.

Responsibilities:
  • SEC Filings/NYSE Listing Standards - Provide day-to-day legal advice and support regarding a range of the Company’s activities related to applicable listing requirements and other financial disclosure and securities law related matters, including drafting and reviewing SEC periodic reporting requirements and providing advice regarding related disclosure policies and matters, including Reg G/non-GAAP compliance. This includes reports on Form 20-F and 6-K, as well as Form 10-K/Q, Form 8-K and proxy statements.
  • Corporate Communications/Reg FD - Review investor disclosures, including earnings releases and investor presentations, and advise clients regarding related disclosure matters.
  • Corporate Governance/ESG Disclosure – Develop and implement appropriate policies and procedures to ensure that the Company’s shareholder disclosure and engagement is effective and complies with applicable disclosure requirements and best practices. Oversee the development of public disclosures related to Environmental, Social & Governance (ESG) issues of importance to our shareholders. Develop Board materials on governance and disclosure matters.
  • Awareness Training – Provide guidance, advice, and engaging training programs to improve the business' understanding of relevant legal and regulatory requirements.

Other Responsibilities
  • Support other compliance activities performed by the Legal Compliance & Risk team, including insider trading compliance.
  • Support External Auditor engagement reviews/rep letter reviews

Requirements:
  • J.D. from a reputable U.S. law school; active Bar membership in the U.S.
  • At least 6 years of legal experience working in the field of SEC disclosure and corporate governance.
  • Experience providing legal advice on federal securities laws and requirements – including periodic reporting requirements, beneficial ownership reporting requirements, Regulation FD, and insider trading laws – in a law firm or corporate law department or at the Securities and Exchange Commission. Knowledge of foreign private issuer requirements a plus.
  • Experience providing legal advice and support to the executive team as well as to the accounting, investor relations, and corporate communications functions.
  • Staying current on applicable federal securities laws and disclosure requirements and NYSE listing requirements that may affect the company and be comfortable with transition and change.
  • Build constructive working relationships with team and client base and operate as an active member of both legal and client teams.
  • Ability to work independently and in a fast-paced environment.
  • A background in business, finance, or accounting is a plus.
  • Superior oral and written communications skills, including comfort and confidence interacting with executives and external stakeholders.





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