Sr. Corporate Counsel - Securities
Telecommuting/remote from within the US
As Legal Counsel, you will join a lean and collaborative team. This position is best suited for someone who enjoys juggling a variety of tasks, can evaluate alternatives quickly and provide meaningful and prudent assistance and support to internal executive-level clients. You will need to demonstrate exceptional attention to detail, with a proven ability to draft, review and proofread high-stakes SEC and Board materials that are accurate, internally consistent and free of errors.
The successful candidate will:
- Hold a law degree from a top-tier law school
- Have at least 4 years of corporate governance and securities law compliance experience at a top law firm
- Have passed the bar and be licensed in good standing to practice law in the United States
- Demonstrate exceptional attention to detail, with a proven ability to draft, review and proofread high-stakes SEC and Board materials that are accurate, internally consistent and free of typographical, grammatical and formatting errors
- Be proficient in using AI to support legal drafting, research, document comparison and workflow efficiency, while applying sound professional judgment, following company AI policies and independently verifying all work product
- Have strong Excel skills, including the ability to analyze, reconcile and quality-check financial and disclosure data
- Have experience with ActiveDisclosure or comparable SEC reporting and disclosure-management platforms, including document drafting, review, tie-out and filing workflows
- Experience with BoardVantage or a comparable board-management platform is a plus
- Demonstrate good judgment and integrity
- Have a professional demeanor and maturity to interact with senior executives and Board members
Internal Responsibilities
- Board and Committee Matters: Support Oracle’s Board of Directors and Board committees, including all matters related to the Corporate Secretarial function including preparation of agendas, minutes and presentation materials. Update committee charters and be familiar with NYSE rules regarding board independence and committee functions.
- Related Person Transactions: Have in depth understanding of Item 404 of Reg S-K to assist Oracle’s Committee on Independence Issues of the Board of Directors in evaluating such transactions. Work with Oracle’s Sales teams to prepare materials describing the terms of such transactions.
- Annual Stockholders’ Meeting: Provide support for Oracle’s Annual Stockholders’ Meeting by drafting the annual proxy statement and all related materials, including opposition statements, director and officer questionnaires and meeting scripts.
- SEC Reporting/Securities: Assist with Oracle’s compliance with U.S. securities laws and NYSE requirements, including the preparation of Oracle’s periodic reports (10-K, 10-Qs, 8-Ks, etc.), Section 16 filings and Registration Statements (S-3, S-8). Assist in responding to SEC inquiries and comment letters.
- Quiet Period Compliance: Review press releases, blogs and other communications issued during Oracle’s quarterly quiet periods to ensure they comply with Oracle’s Quiet Period Guidelines.
- Earnings Releases: Assist with reviewing quarterly earnings releases and related scripts.
- Corporate Finance: Assist with Oracle’s financing transactions and work with the Oracle Treasury department on a variety of capital markets transactions, debt financings and other related matters.
- Global Equity Program: Review annual equity grant materials and ensure compliance with global regulations.
#LI-KA1
External Responsibilities
- Board and Committee Matters: Support Oracle’s Board of Directors and Board committees, including all matters related to the Corporate Secretarial function including preparation of agendas, minutes and presentation materials. Update committee charters and be familiar with NYSE rules regarding board independence and committee functions.
- Related Person Transactions: Have in depth understanding of Item 404 of Reg S-K to assist Oracle’s Committee on Independence Issues of the Board of Directors in evaluating such transactions. Work with Oracle’s Sales teams to prepare materials describing the terms of such transactions.
- Annual Stockholders’ Meeting: Provide support for Oracle’s Annual Stockholders’ Meeting by drafting the annual proxy statement and all related materials, including opposition statements, director and officer questionnaires and meeting scripts.
- SEC Reporting/Securities: Assist with Oracle’s compliance with U.S. securities laws and NYSE requirements, including the preparation of Oracle’s periodic reports (10-K, 10-Qs, 8-Ks, etc.), Section 16 filings and Registration Statements (S-3, S-8). Assist in responding to SEC inquiries and comment letters.
- Quiet Period Compliance: Review press releases, blogs and other communications issued during Oracle’s quarterly quiet periods to ensure they comply with Oracle’s Quiet Period Guidelines.
- Earnings Releases: Assist with reviewing quarterly earnings releases and related scripts.
- Corporate Finance: Assist with Oracle’s financing transactions and work with the Oracle Treasury department on a variety of capital markets transactions, debt financings and other related matters.
- Global Equity Program: Review annual equity grant materials and ensure compliance with global regulations.
#LI-KA1
