Assistant General Counsel - Corporate Governance

Key Responsibilities

• Provide comprehensive legal counsel and advisory services to the Board of Directors and Board committees on governance frameworks, regulatory requirements, and risk management matters.
• Develop, review, and update corporate governance policies, procedures, charters, and documentation to ensure compliance with applicable laws, regulations, and best practices; advise Board on governance trends.
• Prepare and manage Board meeting materials including agendas, resolutions, minutes, consent agendas, and committee materials; ensure proper documentation, recordkeeping, and confidentiality of Board information.
• Advise on Board composition, director qualifications, independence standards, conflicts of interest, related-party transactions, and Board committee structures and effectiveness.
• Provide legal analysis and counsel on executive compensation arrangements, equity plans, director and officer indemnification, and D&O insurance matters.
• Cook up with external counsel, auditors, regulators, and other stakeholders regarding governance matters, regulatory examinations, and compliance inquiries.
• Advise on corporate transactions, material contracts, and significant business arrangements involving governance, regulatory, or compliance considerations requiring Board awareness or approval.
• Manage Board materials repository, governance documentation systems, and records management to ensure secure storage, version control, and appropriate access.
• Conduct legal research and analysis; prepare written legal opinions, memoranda, presentations, and governance documentation for Board and leadership.

Key Requirements

• Juris Doctorate degree from an accredited law school with a strong academic record and 8-12 years of professional legal experience.
• If bar admission is in a state other than Florida, then the ability to be certified in Florida as Authorized House Counsel.
• Demonstrated expertise in corporate governance, including Board administration, governance policies, director and officer duties, and Board committee operations.
• Strong knowledge of corporate and commercial law, including corporate structure, bylaws, resolutions, and contract analysis.
• Demonstrated experience advising boards of directors or senior leadership on governance, compliance, and risk management matters.
• Proven ability to conduct legal research and analysis; prepare written legal opinions, memoranda, and governance documentation.
• Excellent written and verbal communication skills with ability to explain complex legal and regulatory concepts clearly to non-attorney audiences.
• Demonstrated leadership, project management, and organizational skills; ability to manage multiple priorities and meet deadlines.
• Strong interpersonal and relationship-building skills; ability to develop and maintain effective relationships with Board members, executives, and organizational stakeholders at all levels.
• Sound professional judgment and discretion; demonstrated ability to handle sensitive, confidential, and privileged information appropriately.
• Demonstrated initiative, self-motivation, and ability to work independently with minimal supervision.