Counsel, Securities

Description

Work Arrangement

This role is categorized as hybrid. This means the successful candidate is expected to report to Global Tech Center in Warren, Michigan, three times per week, at minimum.

The Role

This role presents a rare opportunity to join a high-performing, collaborative team within the GM Legal Staff to work on cutting-edge securities disclosure and transactional matters for a client base that covers a wide cross-section of GM's senior leaders. The team is a key strategic partner for several critical business functions, including Treasury, Controllership, Corporate Development, Investor Relations, Communications, and Executive Compensation - and it also directly supports GM's Board of Directors, including Chair and Mary Barra, Chief Executive Officer.

• Providing advice and counsel on disclosure issues under federal securities laws and New York Stock Exchange Listing Requirements, including Regulation F-D, Regulation G and the use of non-GAAP financial measures, contingencies and ASC 450, the securities offering process, forward-looking statements, and analyst and investor presentations.
• Assisting with the preparation and review of reports filed with the SEC, including disclosures on Forms 10-K, 10-Q and 8-K.
• Leading all compliance with Section 16 and Section 13 reporting obligations.
• Providing advice and counsel on legal issues related to the preparation of financial statements, accounting rules and pronouncements, and related financial disclosures.
• Assisting with registered and unregistered debt and equity offerings by the Company, certain of its subsidiaries and employee benefit plans, including assisting with preparation of registration statements under the Securities Act of 1933, as well as offering and closing documents.
• Manage various policies and programs administered by the Office of the Corporate Secretary, including the Insider Trading Policy.
• From time to time, drafting and reviewing materials to be provided to the Board of Directors and its committees and drafting meeting minutes.
• Communicating with and directing the work of outside counsel on a cost-effective basis.

• Law degree from an accredited college or university.
• Admitted to practice in at least one jurisdiction in the United States and Michigan, if not admitted in Michigan, the ability to qualify for in-house counsel status in Michigan.
• Experience with and understanding of the Securities Act of 1933, Securities Exchange Act of 1934, Regulations S-K, S-X, FD, G, etc., Delaware (and other state) corporate law, and NYSE listing requirements.
• At least five years of experience with advising public companies on securities and other public company matters (i.e., SEC disclosure, corporate governance);
• Training in a large law firm is required. In-house experience with a large industrial multinational public company is an advantage, but not required.
• Self-directed, solution-focused individual with strong work ethic and the ability to collaborate cross-functionally to achieve enterprise-wide results.
• Strong oral and written communicator with an aptitude for critical thinking and succinctly presenting the best course of action.
• Ability to manage a heavy and diverse workload, handle multiple assignments simultaneously, and organize and execute with minimal supervision.
• Ability to deal with unpredictability and rapidly changing priorities.
• Willingness to put in long hours, from time-to-time.
• Ability to collaborate, build relationships, and gain credibility.
• Courage: doesn't hold back anything that needs to be said; provides current, direct, complete and actionable positive and corrective feedback to others; lets people know where they stand; faces up to problems quickly and directly; is not afraid to take negative action when necessary.

• Some experience with and understanding of U.S. GAAP, Accounting Standards Codification (ASC), and PCAOB standards. Candidates with CPA or formal accounting training or experience are a plus
• Knowledge and understanding of automotive industry environment and/or heavy industrial companies.
• Deep passion for thought leadership in the securities law space with an interest in closely following emerging trends, new rulemakings, etc. to ensure GM's Legal Staff remains a thought leader.