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Sr Counsel - ECB/Corporate/Securities Regulation

El Segundo, CA
Full Time
Job #: 191028 Exp.: 7+ Years
The Mattel, Inc. Law Department is filling a Senior Counsel-level position within theCorporate/Securities/Mergers & Acquisitions Group. As part of the group, you will be a key contributor to an active practice that assists the Company with achieving significant objectives by providing high-quality legal support in all areas of compensation and benefits, as well as various corporate and securities matters. Key client groups include Human Resources, Tax and Finance.

The Senior Counsel will be responsible for a range of work relating to equity, compensation and benefits programs, as well as various corporate/securities laws. Duties include:
  • Advise and assist the compensation committee, senior management and client groups on compensation and benefits matters, including
    • Advise on executive and broad-based compensation program design and structure, and the impact of design decisions on internal and external stakeholders
    • Advise on compensation practices, including monitoring such practices considering changing legal requirements and evolving best practices
    • Advise on Company-wide, stock-based compensation programs; strong technical knowledge of relevant U.S. federal tax and securities laws is required
    • Advise on ERISA and federal tax laws relating to employee benefit, health and welfare plans, and wellness initiatives
    • Advise on defined contribution plans and non-qualified plans (including 401(K), deferred compensation); Section 409A experience preferred
    • Provide expert legal advice to the Administrative Committee
  • Advise and assist on securities regulation matters, including
    • Lead drafting of proxy statements (with particular focus on the CD&A) and assist with other 34’ Act compliance/disclosure matters, including the preparation of S-8 registration statements and Form 8-Ks, and review of 10-Ks and 10-Qs, particularly as related to compensation and benefits matters
    • Manage trading compliance program and oversee Section 16 compliance, including all related filings, and other trading compliance matters. Understanding of Section 16 rules required.
  • Assist with various corporate governance matters (e.g., stockholder proposals, Board and Committee support), in particular, as such matters relate to compensation and benefits matters
  • Advise on state corporate law and stock exchange listing standards compliance, in particular, as such compliance relates to compensation and benefits matters
  • Assist with outreach effort to key shareholders and proxy advisory groups
  • Assist client groups with vendor and consultant contract drafting, review and negotiation

Additional Responsibilities:
  • Work under general direction and oversight of supervisor; responsible for keeping supervisor informed as projects and matters proceed
  • Develop strong working relationships and trust with the executive management team and client groups
  • Work closely and collaboratively with non-attorney staff
  • Recommend policy, process and/or practice changes
  • Develop appropriate training materials and helps conduct training sessions for client business groups

Experience, Education & Skills
  • Bachelor's degree is required
  • J.D. degree with strong academic history from accredited law school; top 50 law school preferred
  • Current member of the California Bar in good standing
  • Seven or more years of experience as an executive compensation and benefits attorney with a national or global law firm and/or a public company
  • Prior in-house, public company legal experience strongly preferred
  • High-level of maturity, independent judgment and professionalism;
  • Strong executive presence and the ability to work effectively with Mattel leadership, Board members, senior-level executives and outside law firms
  • Ability to inspire trust and confidence through effective communication and interpersonal skills
  • Ability to communicate legal and compliance issues verbally and in writing in a clear and understandable manner, as well as make effective and credible presentations to all levels of client business groups
  • Strong work ethic with ability to focus on critical priorities with limited supervision
  • Proactive and capable of managing multiple projects simultaneously and producing high-quality work under deadline pressure
  • Strong organizational skills

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