Public Company Senior Paralegal & North America Co-Regional Governance Manager
Miami, Florida
100% Remote
Contract
Title: Public Company Senior Paralegal & North America Co-Regional Governance Manager
Description: * Role may be located anywhere in EST & CST time zones, doesn't have to be Miami
** Role will be considered for FTE conversion in the future
This is an exciting role on our global Secretariat team that will suit an ambitious professional who is seeking experience and who enjoys a diverse and dynamic set of responsibilities. Our global Secretariat team is currently comprised of 20+ members and is responsible for best practice corporate governance activities across the group. This roles key responsibilities include (i) corporate subsidiary governance compliance in our North America region and (ii) assistance with certain Public Limited Company reporting obligations, including SEC filings, such as Section 16 filings and the proxy statement, and Irish CRO filings, such as director filings, the annual report, and the Irish Statutory Accounts.
This role will get to be part of a high performing, global team of governance professionals. We in the Office of the General Counsel (OGC) believe that diversity of opinion, approach, perspective and talent are the cornerstones of a thriving and innovative team. OGC is therefore committed to promoting a culture of diversity and inclusion where all colleagues are treated with respect and afforded fair and meaningful career opportunities.
Note: Employment-based non-immigrant visa sponsorship and/or assistance is not offered for this specific job opportunity.
The Role
North America Co-Regional Governance Manager
• Oversee governance for ~50 of the ~80 North America WTW subsidiaries including the US, Canada and two Caribbean entities, in conjunction with the North America Co-Regional Governance Manager
• Respond to requests for support for North America entities and ensure such entities are in compliance with local law, including their governance documents (e.g., Articles of Incorporation, Bylaws, and LLC Company Agreements), and Secretariats internal Subsidiary Governance Guidelines
• Support requests for entity-related documentation, including in relation to transactions or requests from internal functions such as Tax, Treasury, and HR
• Coordinate with internal stakeholders on various M&A transactions and entity consolidation projects, including among other things, organizing and collecting entity data, obtaining necessary board approvals, and providing secretary certificates, organizational documents or other required documentation
• Prepare resolutions as needed for annual consents, dividends, projects, officer appointments and director elections, and collect any required information in connection with director appointments, including coordinating fingerprinting processes
• Provide support for WTW foreign entities with North America parent(s) for execution and notarization of proxies, powers of attorney, authentications to foreign embassies, obtaining apostilles and POAs, among other documents
• Keep information current for North America subsidiaries in the Diligent Entities software (Diligent) and in internal files, and complete Healthchecks and review manager cycles on the Diligent tool, as required
• In conjunction with your North America Co-Regional Governance Manager counterpart, continue to manage the relationship with the outside vendor on state filings (such as entity qualifications, DBA filings, business qualifications, etc.) and streamline processes to achieve overall efficiencies and maintain good standing across the North America companies. This includes working with the outside vendor on a monthly basis to provide data support for annual report filings for various subsidiaries
• Work with outside counsel and service providers to assist with preparation of regulatory documents; and
• For the Canadian entities, work with local management, internal legal support and the outside vendor to keep entity data updated with all provinces where the entities are qualified to do business; such data includes changes of address, updates to officers and directors, and dividend declarations
Public Company Senior Paralegal
• With respect to Section 16 filings, prepare Forms 3, 4 and 5 on the Computershare Section 16 Filer Manager (our filer tool) and ensure internal ownership ledgers are accurate; coordinate with Shareplans on matters related to award agreements; coordinate with the HR savings team on equity grants; review and insert data into the filer tool, file forms, work with external brokers to collect data related to transactions under 10b5-1 trading plans and produce reports when requested
• Assist with the preparation and coordination of Board documents, as needed, and post Board documents to the Nasdaq Boardvantage portal
• Communicate with WTW PLCs directors and officers, as needed, including with respect to sharing drafts of Forms 3, 4, 5, Irish and regulatory filings, and annual D&O questionnaires
• Assist with updating and populating the annual D&O questionnaires with information, including director and officer equity schedules, and maintain spreadsheet regarding director and officer affiliates
• With respect to onboarding any new directors or officers, obtain EDGAR codes with the SEC and coordinate with Irish counsel and EY Ireland regarding necessary Irish forms
• Assist with the preparation of the beneficial ownership tables for the proxy statement and with updating documents for the annual general meeting
• Support requests for WTW PLC documents, including in connection with transactions and UBO requirements
• Maintain open and transparent relationships with the other OGC members, within the Secretariat team, and with other central functions, particularly Legal, Compliance and Risk, Tax, Treasury, Finance and HR
The Requirements
• Excellent technical skills and an understanding of corporate secretarial compliance in the US and Canada
• A solid understanding of corporate governance principles
• A confident and proactive approach with a firm focus on achieving appropriate and consistent governance practices
• Good communication skills and a positive teamwork attitude
• Ability to lead and manage others to achieve team and function objectives and to influence staff at all levels, both at the corporate level and in different parts of the world
• Strong interpersonal skills, with an ability to manage and influence stakeholders with competing demands
• Excellent communication planning, scheduling and coordination skills
• Team-focused with a flexible and solutions-focused approach
• An anticipatory and commercial approach
• Ability to adapt to and embrace change
• Aptitude for problem-solving, managing and prioritizing projects
• Paralegal certification/degree in the US with corporate governance and transactional experience.
• Bachelors degree required
• Section 16 filing experience is essential, including use of filer software (such as Computershare Section 16 Filer Manager) and preparation of Form 4 filings
• A minimum of 10 years experience in a law firm or a multi-national company
• Recent practical experience of delivering corporate governance solutions
• Knowledge and experience using entity management software
• Experience supporting public company reporting
• Experienced in operating in a regulated environment.
• Notary preferred, or willingness to become a notary
Description: * Role may be located anywhere in EST & CST time zones, doesn't have to be Miami
** Role will be considered for FTE conversion in the future
This is an exciting role on our global Secretariat team that will suit an ambitious professional who is seeking experience and who enjoys a diverse and dynamic set of responsibilities. Our global Secretariat team is currently comprised of 20+ members and is responsible for best practice corporate governance activities across the group. This roles key responsibilities include (i) corporate subsidiary governance compliance in our North America region and (ii) assistance with certain Public Limited Company reporting obligations, including SEC filings, such as Section 16 filings and the proxy statement, and Irish CRO filings, such as director filings, the annual report, and the Irish Statutory Accounts.
This role will get to be part of a high performing, global team of governance professionals. We in the Office of the General Counsel (OGC) believe that diversity of opinion, approach, perspective and talent are the cornerstones of a thriving and innovative team. OGC is therefore committed to promoting a culture of diversity and inclusion where all colleagues are treated with respect and afforded fair and meaningful career opportunities.
Note: Employment-based non-immigrant visa sponsorship and/or assistance is not offered for this specific job opportunity.
The Role
North America Co-Regional Governance Manager
• Oversee governance for ~50 of the ~80 North America WTW subsidiaries including the US, Canada and two Caribbean entities, in conjunction with the North America Co-Regional Governance Manager
• Respond to requests for support for North America entities and ensure such entities are in compliance with local law, including their governance documents (e.g., Articles of Incorporation, Bylaws, and LLC Company Agreements), and Secretariats internal Subsidiary Governance Guidelines
• Support requests for entity-related documentation, including in relation to transactions or requests from internal functions such as Tax, Treasury, and HR
• Coordinate with internal stakeholders on various M&A transactions and entity consolidation projects, including among other things, organizing and collecting entity data, obtaining necessary board approvals, and providing secretary certificates, organizational documents or other required documentation
• Prepare resolutions as needed for annual consents, dividends, projects, officer appointments and director elections, and collect any required information in connection with director appointments, including coordinating fingerprinting processes
• Provide support for WTW foreign entities with North America parent(s) for execution and notarization of proxies, powers of attorney, authentications to foreign embassies, obtaining apostilles and POAs, among other documents
• Keep information current for North America subsidiaries in the Diligent Entities software (Diligent) and in internal files, and complete Healthchecks and review manager cycles on the Diligent tool, as required
• In conjunction with your North America Co-Regional Governance Manager counterpart, continue to manage the relationship with the outside vendor on state filings (such as entity qualifications, DBA filings, business qualifications, etc.) and streamline processes to achieve overall efficiencies and maintain good standing across the North America companies. This includes working with the outside vendor on a monthly basis to provide data support for annual report filings for various subsidiaries
• Work with outside counsel and service providers to assist with preparation of regulatory documents; and
• For the Canadian entities, work with local management, internal legal support and the outside vendor to keep entity data updated with all provinces where the entities are qualified to do business; such data includes changes of address, updates to officers and directors, and dividend declarations
Public Company Senior Paralegal
• With respect to Section 16 filings, prepare Forms 3, 4 and 5 on the Computershare Section 16 Filer Manager (our filer tool) and ensure internal ownership ledgers are accurate; coordinate with Shareplans on matters related to award agreements; coordinate with the HR savings team on equity grants; review and insert data into the filer tool, file forms, work with external brokers to collect data related to transactions under 10b5-1 trading plans and produce reports when requested
• Assist with the preparation and coordination of Board documents, as needed, and post Board documents to the Nasdaq Boardvantage portal
• Communicate with WTW PLCs directors and officers, as needed, including with respect to sharing drafts of Forms 3, 4, 5, Irish and regulatory filings, and annual D&O questionnaires
• Assist with updating and populating the annual D&O questionnaires with information, including director and officer equity schedules, and maintain spreadsheet regarding director and officer affiliates
• With respect to onboarding any new directors or officers, obtain EDGAR codes with the SEC and coordinate with Irish counsel and EY Ireland regarding necessary Irish forms
• Assist with the preparation of the beneficial ownership tables for the proxy statement and with updating documents for the annual general meeting
• Support requests for WTW PLC documents, including in connection with transactions and UBO requirements
• Maintain open and transparent relationships with the other OGC members, within the Secretariat team, and with other central functions, particularly Legal, Compliance and Risk, Tax, Treasury, Finance and HR
The Requirements
• Excellent technical skills and an understanding of corporate secretarial compliance in the US and Canada
• A solid understanding of corporate governance principles
• A confident and proactive approach with a firm focus on achieving appropriate and consistent governance practices
• Good communication skills and a positive teamwork attitude
• Ability to lead and manage others to achieve team and function objectives and to influence staff at all levels, both at the corporate level and in different parts of the world
• Strong interpersonal skills, with an ability to manage and influence stakeholders with competing demands
• Excellent communication planning, scheduling and coordination skills
• Team-focused with a flexible and solutions-focused approach
• An anticipatory and commercial approach
• Ability to adapt to and embrace change
• Aptitude for problem-solving, managing and prioritizing projects
• Paralegal certification/degree in the US with corporate governance and transactional experience.
• Bachelors degree required
• Section 16 filing experience is essential, including use of filer software (such as Computershare Section 16 Filer Manager) and preparation of Form 4 filings
• A minimum of 10 years experience in a law firm or a multi-national company
• Recent practical experience of delivering corporate governance solutions
• Knowledge and experience using entity management software
• Experience supporting public company reporting
• Experienced in operating in a regulated environment.
• Notary preferred, or willingness to become a notary
You will receive the following benefits:
- Medical Insurance - Four medical plans to choose from for you and your family
- Dental & Orthodontia Benefits
- Vision Benefits
- Health Savings Account (HSA)
- Health and Dependent Care Flexible Spending Accounts
- Voluntary Life Insurance, Long-Term & Short-Term Disability Insurance
- Hospital Indemnity Insurance
- 401(k) including match with pre and post-tax options
- Paid Sick Time Leave
- Legal and Identity Protection Plans
- Pre-tax Commuter Benefit
- 529 College Saver Plan
Motion Recruitment Partners (MRP) is an Equal Opportunity Employer. All applicants must be currently authorized to work on a full-time basis in the country for which they are applying, and no sponsorship is currently available. Employment is subject to the successful completion of a pre-employment screening. Accommodation will be provided in all parts of the hiring process as required under MRP’s Employment Accommodation policy. Applicants need to make their needs known in advance.