Jobs and Careers

Senior Principal Counsel, Public Company

Riverwoods, IL, United Statesfull_timeVerifiedPosted 8 Nov 2023

💰 $170,100/yr($100,500/yr – $170,100/yr)

About the role

Discover. A brighter future.

With us, you’ll do meaningful work from Day 1. Our collaborative culture is built on three core behaviors: We Play to Win, We Get Better Every Day & We Succeed Together. And we mean it — we want you to grow and make a difference at one of the world's leading digital banking and payments companies. We value what makes you unique so that you have an opportunity to shine.

Come build your future, while being the reason millions of people find a brighter financial future with Discover.

Job Description:

The Sr. Principal Counsel, Public Company will work closely with the securities and governance legal team to support the company’s public company reporting and compliance, corporate financing transactions, M&A, and Board and subsidiary governance.

Responsibilities

Provide timely and effective legal counsel to internal stakeholders to ensure compliance with securities and governance-related laws and regulations applicable to publicly traded financial institutions.
Assist with SEC and public company reporting, including:
- Annual proxy statement and annual meeting of shareholders
- Filings on SEC Forms 10-K, 10-Q, and 8-K and Section 16 filings
- Earnings releases
- NYSE reporting
- External website reporting
Support the Finance and Treasury departments with corporate financing transactions, public debt and equity offerings, securitization transactions and filings, share repurchases, and dividends.

Assist with the drafting and administration of policies and procedures relating to securities laws and corporate governance, and collaborate with internal stakeholders on the continuous improvement of internal controls.

Assist with M&A transactions, including the drafting of transaction documents and due diligence, and post-merger integration.
Support shareholder engagement initiatives and respond to stockholder proposals.
Monitor the Company’s ratings with ISS and other proxy advisors, and adherence to leading governance practices.
Assist with Board governance and support, including advising on and ensuring the Board’s compliance with applicable laws, regulations and regulatory expectations, drafting and conducting legal review of Board and Committee materials, and drafting resolutions and meeting minutes.
Oversee domestic and international subsidiary corporate governance, registrations, and annual reporting and serve as an assistant secretary for subsidiaries. Assist with intercomany agreements as needed.
Support special projects including conducting legal research and peer benchmarking.

Minimum Qualifications

At a minimum, here’s what we need from you:

Juris Doctorate from an ABA accredited law school and membership in good standing with a US state bar
5+ years of experience as an attorney working on SEC/public company reporting and corporate governance matters for a law firm or in-house legal department
Excellent oral and written communication skills
Meticulous attention to detail
Proactive problem solver
Ability to collaborate effectively with colleagues across the organization

Preferred Qualifications

If we had our say, we’d also look for:

Experience supporting corporate financing and M&A transactions
Experience supporting a public company Board or Board Committee
Experience with corporate subsidiary management

Compensation:

The base pay for this position generally ranges between $100,500.00 to $170,100.00. Additional incentives may be provided as part of a market competitive total compensation package. Factors, such as but not limited to, geographical location, relevant experience, education, and skill level may impact the pay for this position.

Benefits:

We also offer a range of benefits and programs based on eligibility. These benefits include: