Sr Legal Counsel, Securities

Job Summary

JOB SUMMARY

Medline is seeking a Senior Legal Counsel, Securities to be responsible for ensuring compliance with securities rules and regulations, including preparation, review, and filing of Forms 8-K, 10-Q, and 10-K, registration statements, proxy statements, and Section 16 and Section 13 filings. In addition, this position will be responsible for maintaining and updating (as necessary) the Company’s governance policies and practices, including governance guidelines, committee charters, disclosure controls, and other governing documents, to ensure compliance with SEC and exchange listing requirements, best practices, emerging trends, and board needs.

Under the guidance of the VP, Corporate Secretary, this attorney will provide practical, business-focused guidance on an array of matters related to securities and corporate guidance, collaborating closely with the Company’s corporate accounting, finance, external reporting, compensation, internal audit, treasury, and investor relations teams.

Job Description

KEY RESPONSIBILITIES

Securities and Corporate Legal

• Prepare and review SEC filings in compliance with the ’33 and ’34 Acts, including 10-Ks, 10-Qs, 8-Ks, and registration statements.
• Lead drafting, preparation and filing the proxy statement, including the assembly of data and disclosures from around the Company.
• Lead preparation and review of Section 16 and Section 13 ownership filings and beneficial ownership reporting, including related ownership tracking
• Ensure compliance with securities and listing exchange regulations and rules, as well as applicable rules and regulations of industry organizations that impact public company reporting or compliance, such as ISS and Glass Lewis.
• Provide expert legal advice and guidance on a wide range of matters, including securities law disclosure, insider trading, Regulation FD, stakeholder engagement, and other securities regulatory compliance matters.
• Advise on executive compensation matters and support the compensation team in their administration of employee compensation benefits programs.
• Support and assist with review and filing of quarterly earnings releases, investor presentations, and other public communications, including in compliance with Reg FD and non-GAAP rules.
• Support the communications team in disclosure matters, including review of press releases, with legal advice and guidance on compliance with applicable law.
• Support the ESG team in preparation of the annual Environmental, Social, and Governance report and related disclosures with legal advice and guidance related securities law compliance and consistent with the Company’s securities disclosure.
• Experience with corporate transactions, such as M&A, equity investments, and equity and debt financings.

Corporate Governance

• Support the development and implementation of best practices in corporate governance, ensuring compliance with applicable laws, regulations, and listing requirements.
• Lead planning and execution for the Company’s annual stockholders meeting.
• Provide expert guidance on matters related to corporate governance, board composition, and committee structures.
• Support the Corporate Secretary in preparing and distributing materials for board and committee meetings, drafting resolutions, managing board/committee communications, and recording meeting minutes
• Support the Corporate Secretary in ensuring efficient and accurate management of corporate records, documents, and filings, and establish and maintain effective processes and systems to support compliance with legal and regulatory requirements.
• Support global corporate initiatives and subsidiary management, including coordinating cross-functionally with tax, treasury, and other teams as needed on subsidiary projects, including preparation and review of organizational and other documents related to subsidiary creation, ownership changes, capital changes, and other matters.
• Coordinate with senior executives and board members to ensure effective communication and follow-up on board actions.

MINIMUM REQUIREMENTS

Education

• Juris Doctor degree from an accredited law school and top academic credentials.
• Licensed to practice in Illinois or licensed and in good standing with another state bar and able to become licensed in Illinois.

Work Experience

• At least 5 years of strong experience practicing securities and corporate governance at a major law firm or public corporation.

Knowledge / Skills / Abilities

• Excellent business and legal judgment with the ability to make decisions and give practical advice that demonstrat