Senior Counsel (Leading Biopharma)

Santa Clara, CA

Posted: 12/07/2018 Employment Type: Direct Hire Job Number: 89
Job Description and Synthesis
Our client, a leading bio-pharmaceutical company, is seeking an experienced, well-rounded senior corporate counsel to be a member of the Governance and M&A practice group of the legal department. This group provides legal counsel regarding, among other things, corporate and securities matters including ' 34 Act and other securities laws compliance, corporate governance and Board of Director support, strategic transactions (including M&A, divestitures, joint ventures and equity investments), stock plan administration, and executive compensation. The position reports directly to the Vice President, Assistant General Counsel and is located at the Company' s global headquarters in Santa Clara, California.

Specific Responsibilities
The person who fills this position will assume significant responsibility for and advise business personnel and senior management on:
  • Securities law and SEC reporting and compliance matters, including earnings press releases, periodic reports, proxy statements and annual reports, disclosure advice, and investor relations, corporate finance, treasury and communications support;
  • Corporate governance matters including support of the Board of Directors and its Committees, corporate governance policies and procedures, stock listing compliance and matters of interest to the company' s shareholders;
  • Merger, acquisition and divestiture transactions, including confidentiality agreements, due diligence, negotiation and drafting of term sheets and definitive agreements, antitrust issues, closing mechanics and integration support;
  • Executive compensation and broad-based equity compensation matters, including equity compensation plans, cash incentive plans, the long-term performance program, compensation and governance policies; 
  • General corporate matters including subsidiary maintenance and inter-company transactions; and
  • Stay up-to-date and keep executives advised on external governance trends, SEC issues, general legal issues and best practices.
Key Requirements
  • This position requires a J.D. from an accredited law school, plus a minimum of 8 years combined law firm and in-house corporate experience. At least 3 years in progressively increasing leadership roles. Significant in-house experience in a large public multinational preferred.
  • The successful candidate will have demonstrated hands-on solution-oriented experience in most, if not all, of the substantive areas described above. 
  • The position requires the ability to work independently and proactively, while also being a team player, on a wide variety of tasks in a fast-paced environment with minimal supervision and the exercise of excellent judgment under pressure. 
  • Candidates should have excellent oral and written communication and presentation skills and be licensed to practice law in California.
legal, counsel, legal counsel, corporate law, M&A law

Spencer Knibbe
Managing Partner

Spencer is the Founder and Managing Partner of MBK Search, LLC - an executive search firm that specializes in the governance, risk, compliance, and cybersecurity market space. Prior to founding MBK, Spencer was Head of Operational Risk at Bridgewater Associates. Before moving to Bridgewater, Spencer was the Head of Risk for ICAP, Plc covering the Americas Region. He started his career in venture capital as an investment associate.

Spencer graduated from Harvard University in 2001 and resides in Ridgefield, CT with his wife and two sons.

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