SEC & Corporate Governance Attorney

🔥 23 hours ago

🇺🇸 United States – Remote

💵 $168.5k - $252.7k / year

⏰ Full Time

🟠 Senior

🔴 Lead

🧑‍💼 Attorney / Lawyer

👻 Ghost score 0%

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Cerence Inc.

WebsiteLinkedInAll Job Openings

1001 - 5000 employees

Founded 2019

💼 Consulting

📦 Logistics

🏭 Manufacturing

💰 Grant on 2020-12

Consulting • Logistics • Manufacturing

Cerence Inc. is a global company focused on providing AI-powered solutions, particularly in the automotive industry. They specialize in conversational and generative AI technologies that create intelligent, natural, and personalized interactions between humans and vehicles. With innovations like their proprietary automotive large language models, Cerence enhances user experiences across various forms of transport including cars, two-wheelers, and trucks. The company has over 500 million vehicles shipped with its AI technology, serving more than 80 OEMs and Tier 1 customers worldwide. Cerence is dedicated to continuous advancements in AI, aiming to revolutionize in-car user experiences through fast delivery and seamless integration of their solutions.

📋 Description

• Lead legal review and preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements (DEF 14A), Section 16 filings, and other required disclosures • Advise on securities law requirements under the Securities Act of 1933 and Securities Exchange Act of 1934 • Provide legal guidance regarding Regulation FD, insider trading regulations, disclosure controls, and public company reporting obligations • Monitor regulatory developments, SEC rulemaking, and emerging disclosure requirements and assess business implications • Support earnings releases, investor presentations, and public disclosure activities • Advise management and the Board regarding public company governance requirements and best practices • Prepare and review Board and Committee materials, resolutions, minutes, governance policies, and charters • Maintain the corporate governance framework, including governance guidelines and committee structures • Support annual shareholder meeting planning and proxy processes • Assist with shareholder engagement activities and responses to governance inquiries • Partner with Human Resources and Compensation teams regarding executive compensation disclosures • Support equity compensation plans, equity grants, and related securities law compliance • Review and advise on CD&A and executive compensation disclosures included in proxy statements • Provide legal guidance regarding Say-on-Pay, equity plan proposals, and shareholder approval requirements • Support mergers and acquisitions, financing transactions, capital markets activities, and strategic investments • Conduct legal due diligence and provide securities law guidance for corporate transactions • Review and negotiate transaction-related disclosures and governance provisions • Administer compliance programs • Develop and deliver training on securities law and governance matters • Identify, assess, and mitigate legal and regulatory risks • Coordinate with external counsel, auditors, and regulatory authorities as needed

🎯 Requirements

• Juris Doctor (J.D.) from an accredited law school • Active membership in at least one U.S. state bar • 7-10 years of relevant legal experience in public company securities law, SEC reporting and disclosure, corporate governance, and capital markets and corporate transactions • Experience at a major law firm, publicly traded company, or combination of both • Deep understanding of the Securities Exchange Act of 1934 • Deep understanding of the Securities Act of 1933 • Deep understanding of Regulation FD • Deep understanding of Section 16 requirements • Deep understanding of Nasdaq listing standards • Deep understanding of corporate governance best practices • Experience supporting technology, software, AI, or multinational public companies • Experience advising Boards of Directors and executive leadership teams • Familiarity with executive compensation and equity compensation matters • M&A and capital markets transaction experience • Strong business judgment and practical problem-solving skills • Exceptional legal drafting and written communication abilities • Executive presence and ability to influence senior stakeholders • Ability to assess legal risk while enabling business objectives • Strong project management and organizational skills • Ability to work independently in a fast-paced public company environment • High degree of integrity, discretion, and professionalism

🏖️ Benefits

• Annual bonus opportunity • Insurance coverage (medical, dental, vision, life, and disability) • Paid time off • Paid holidays • Company contribution to the RRSP (Registered Retirement Savings Plan) • Equity awards for certain positions and levels • Remote and/or hybrid work available depending on the position