The Senior Attorney- Corporate Governance will support the Chief Legal Officer, who will serve as Corporate Secretary, in ensuring compliance in all aspects of corporate governance and public company requirements.
The Senior Attorney, Corporate Governance role will be responsible for:
· SEC Reporting:
o Support the preparation and filing of various reports with the SEC on Forms 10-K, 10-Q, 8-K, and 11-K and other disclosures
o Review of press releases, earnings releases, and investor relations presentations
o Create the annual proxy statement and annual report, working with various business partners. Manage the filing and distribution of these reports
o Filing of registration statements and Section 16 reports for company insiders.
· Corporate Governance:
o Assist in preparation and review of Board of Director meeting materials, developing resolutions, and corporate governance and compliance filings. Record and maintain minutes, written consent and other board records
o Manage the process and materials for the annual shareholder meeting
o Advise and assist on corporate governance issues, including assisting management in interactions with proxy advisory firms and investors
o Manage corporate records and governance for global network of subsidiaries
Monitor SEC law and rule changes and trends and provide recommendations to Chief Legal Counsel on any changes required to current practices
Assist with D&O Questionnaire process, including updating questionnaires, coordinating distribution, review of completed questionnaires for disclosure issues
Assist with related party transactions analysis; maintain records of transactions and completed approval paperwork
Organize and implement orientation and continuing education programs for directors
Maintain and update Board and governance information on Company’s external and internal websites
o Provide advice and support on compliance with applicable securities laws and related laws and regulations, including New York Stock Exchange requirements, Regulation FD, Regulation G, insider trading laws and equity plan matters.
o Provide support to the finance, treasury and tax functions as needed, including debt financing, hedging arrangements, equity issuances, etc.
· Juris Doctor degree from an accredited law school
· Must be a member of the Ohio bar or a licensed attorney who will obtain Ohio bar membership
· 6+ years of experience in a law firm and/or as in-house counsel
· Comprehensive knowledge of the 1933 and 1934 Acts, SEC rules and regulations, New York Stock Exchange requirements, as well as Sarbanes Oxley Act of 2002 and the Dodd Frank Act
· Understanding of the Delaware General Corporation Law and be proficient in the principles and practice of major aspects of corporate law
· Familiarity with corporate governance and board practices
· Ability to build relationships and collaborate with cross-functional partners successfully
· Strong verbal and written communications skills
· Strong PC skills; Proficient in use of Microsoft Office applications including Word, Excel, PowerPoint and Outlook
Bachelor’s Degree required; Juris Doctor (JD) degree from an accredited law school required
Employer will assist with relocation costs.
Internal Number: 0258Z
About Victoria's Secret & Co
Through Victoria's Secret, PINK and Bath & Body Works, L Brands is an international company that sells lingerie, personal care and beauty products, apparel and accessories. The company operates nearly 3,000 company-owned specialty stores in the United States, Canada, the United Kingdom, Ireland and Greater China, and its brands are sold in more than 650 franchised locations worldwide.
With more than 80,000 associates, L Brands recorded sales of $12.9 billion in 2019.
As announced on May 11, 2021, the L Brands Board of Directors unanimously approved a plan to separate the company into two independent, public companies: Bath & Body Works, one of the world’s leading bath, body and home fragrance retailers, and Victoria’s Secret, including Victoria’s Secret Lingerie, PINK and Victoria’s Secret Beauty, a leading retailer of intimates and beauty products
Please note: Once Victoria’s Secret is established as a standalone publicly traded company, this position will continue to support Victoria’s Secret.