Sr. Director, Assoc General Counsel, Corporate Governance & Securities

The SD, Associate General Counsel - Corporate Governance & Securities will serve as a subject matter expert and leader within CME Group’s Office of the Secretary. The role will report directly to the ED, Associate General Counsel & Corporate Secretary. The responsibilities will cover the spectrum of corporate and securities matters that confront a large, highly-regulated public company, including compliance with SEC disclosure requirements (Forms 10-K, 10-Q, 8-K, Proxy Statements and Section 16 filings) and NASDAQ listing standards; assisting with matters relating to the Board of Directors including corporate secretarial duties; supporting subsidiary management; and advising on corporate governance matters. The ideal candidate will have demonstrated strong talent management and supervisory skills, as well as project management experience, organization and interpersonal abilities. The candidate should have experience providing practical, nuanced, tailored guidance on the application of corporate and securities disclosures laws to publicly-listed companies. 

Principal Accountabilities:

• Preparing and reviewing SEC filings, including 10-Ks, 10-Qs, 8-Ks, S-8s, Section 16 filings, proxy statements, etc. and advising on applicable securities law issues in a practical, risk-based manner that is tailored to the company’s issues. Includes: advice on Regulation S-K, Regulation FD, Non-GAAP measures disclosure, risk factors and litigation disclosures, and analysis of conflicts of interest, independence and regulatory matters, including as identified in D&O questionnaires. 

• Monitoring and demonstrating compliance with federal and state securities and corporate laws, as well as applicable rules and regulations of NASDAQ and industry organizations that affect public company reporting or compliance, including Sarbanes-Oxley, Dodd Frank and proxy advisory firms.

• Advising on compliance with insider trading laws, including Section 16 filings, application of quarterly and event trading restrictions.

• Advising on U.S. and international corporate governance matters, including Delaware corporate law questions, charter and bylaw provisions, governance guidelines, independence and related party transactional matters, and Board committee charters and policies, and assisting with general corporate law matters.

• Supporting global corporate initiatives and subsidiary management, including coordination of domestic and foreign subsidiary board and shareholder meetings, materials and approvals, and state corporate filings.

• Producing information for auditor and regulatory requests.

• Collaborating with, and providing legal support as needed to a broad range of departments and functions, including Accounting, Tax, Finance, Investor Relations and others, such as corporate financings and restructuring transactions and related due diligence and document preparation.

• Drafting minutes, resolutions, approvals for the Board of Directors, Board committees and shareholders—recognizing the regulatory implications of the documentation.

• Developing and implementing efficiencies to improve existing processes and procedures.

Qualifications:

• JD degree from an accredited law school with excellent academic credentials; admitted to US Bar (preferably IL or NY). 

• 10+ years of experience at a law firm and/or in-house corporate environment with a sophisticated international securities/corporate governance/corporate finance practice.

• Substantial experience in corporate securities ('33 and '34 Act) and corporate governance.

• Experience advising U.S. based multinational corporations on complex matters in a nuanced, tailored basis.

• Demonstrated ability to quickly grasp the main risk and governance issues facing the company, and apply issues from one context to another to assure aligned and consistent governance advice across the company and its various business lines.

• Demonstrated ability to work effectively with a team across jurisdictions and ability to foster working relationships. Experience leading or mentoring a team is a plus.

• Strong written and verbal communication skills; highly professional in interactions, demeanor and presentation.

• Confident and decisive in stressful situations and tight time frames; highly responsive and service oriented; utilizes good judgment and demonstrates maturity, tact and diplomacy; maintains confidentiality and utilizes the utmost in discretion.