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Senior Director & Securities Counsel

Practice Areas: Securities, Corporate Job #: 500177BR Exp.: 8+ Years
The Senior Director, Securities Law will be a key part of the Corporate Secretary legal team providing leadership for all aspects of public company securities law compliance for Fortune 20 global pharmacy-led, health and wellbeing enterprise with three operating segments. This Senior Director will partner with multi-disciplinary teams, including Investor Relations, Communications, Accounting, Finance, HR/Executive Compensation, M&A and Compliance, to drive implementation of key initiatives while mitigating risks and protecting brand integrity.
  • Performs as a key member of the corporate disclosure team with responsibility for preparing and providing advice regarding securities law disclosure for annual (10-K), quarterly (10-Q) and other periodic
  • SEC reports (8-K), quarterly earnings releases and management preparation for quarterly earnings calls and various statements.
  • Performs as a key member of team responsible for preparation of annual proxy statement, management preparation for the Annual Meeting of Stockholders and related matters.
  • Advises on internal and external communications, including press releases, analyst presentations and responses to security holders' requests for information.
  • Serves on company’s Disclosure Committee and help to administer corporate disclosure policy.
  • Manages securities law aspects of executive compensation and employee benefit plan matters. Oversees insider trading matters, including compliance by officers and directors with the insider trading policy, Section 16, Rule 144 and Rule 10b-5.
  • Collaborates with business groups and colleagues within the Legal Department and/or on cross-functional projects that present securities/corporate governance issues, including corporate finance and M&A transactions.
  • Functions as a senior legal leader and point of contact on legal matters related to the expert’s legal specialty and is accountable for delivering accurate, timely and comprehensive legal advice.
  • Collaborates with and creates business solutions with the appropriate legal resources in the Legal division so as to optimize service deliverables, mitigate risk to WBA, minimizes the expense associated with the use of outside counsel and drive solutions for the business.
  • Identifies high risk areas and creates joint mitigation opportunities in support of cross-divisional legal interpretations and support.
  • Leverages legal expertise and business acumen to support the division in achieving its objectives.
  • At times will provide direction and guidance for the work product and legal advice/solutions of a group, which may include law professionals, paraprofessionals and support staff, within an assigned divisional support or corporate SME function. Such leadership is subordinate to the main technical focus of this role.
  • Identifies process improvements available to the business and ensure that best practices are shared with other Legal Business Partners and the leadership of the Legal Division to facilitate continuous process improvement and effectively avoid unnecessary expenses.
  • Directs the allocation of appropriate legal resources to meet divisional objectives and to provide the highest level of customer support. In addition, may select and engage outside counsel to provide critical support on complex legal, regulatory and business issues.

Basic Qualifications
  • Juris Doctorate from an accredited law school and at least eight (8) years of post-bar attorney legal work experience as a securities and corporate attorney.
  • Required licensure to practice law within at least one state.
  • Required Illinois bar membership or active bar membership in good standing in at least one U.S. jurisdiction.
  • Experience working with public company Boards of Directors and executive-level management.
  • Knowledge of public company financial reporting rules and regulations relevant to securities law.
  • Knowledge of evolving governance and disclosure best practices and with relevant policy positions of proxy advisory firms.
  • Willing to travel up to 20% of the time for business purposes (within state and out of state).

Preferred Qualifications
  • At least 8 years of experience working with SEC rules and regulations promulgated under the Exchange Act and Securities Act, stock exchange regulations, and public company disclosure practices.
  • Experience advising large public companies with global operations on securities disclosure, compliance issues, and various securities law matters, equity and debt offerings.
  • At least five (5) years of experience managing projects, defining requirements, implementing solutions and related change management.

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