Associate General Counsel (Securities, Reporting & Governance) & Assistant Corporate Secretary

Diversified Gas & Oil Corporation•Charleston, WV

8d•Remote

About The Position

Diversified Energy Company is seeking an experienced securities, reporting, and governance attorney to manage public company processes, compliance processes, filings, and corporate governance workstreams. The role requires substantial experience in these areas at a top-tier law firm or publicly traded company. The environment is fast-paced and calls for a self-starter who can simplify complex legal issues and resolve them practically. The position is based in Charleston, West Virginia, or Oklahoma City, Oklahoma, with remote work available for the right individual. The role leads SEC reporting and disclosure, advises on U.S. securities law and NYSE requirements, coordinates applicable U.K. regulatory obligations with outside counsel, and supports public disclosures and strategic transactions. It also oversees securities compliance, manages Board and committee governance and shareholder-meeting processes, advises on corporate governance, executive compensation, and equity incentives, and supports Sarbanes-Oxley controls. The position develops and delivers compliance training and manages outside securities and corporate governance counsel.

Requirements

J.D. from an accredited law school.
Admission in good standing to the bar of at least one U.S. jurisdiction.
At least 6 years of substantive experience in securities law, public company reporting, and corporate governance, preferably at a leading law firm and/or a U.S. publicly traded company.
Demonstrated responsibility for SEC reporting and Board governance matters.
Strong knowledge of U.S. securities laws, SEC reporting, NYSE corporate governance requirements, and Delaware corporate law.
Sound legal and business judgment, ability to identify and communicate material risks, and ability to offer practical, commercially reasonable solutions.
Excellent interpersonal, communication, and relationship-management skills, with a collaborative, low-ego approach to working with senior executives, directors, colleagues, and outside advisers.
Ability to challenge constructively, communicate recommendations candidly, recognize appropriate decision-making authority, and implement lawful decisions once made.
Flexible, adaptable, and highly organized, with the ability to prioritize competing demands, independently drive projects to completion, and deliver high-quality work under tight deadlines.
High standards of integrity, confidentiality, and professionalism, with the ability to simplify complex legal matters and communicate clearly and concisely.
Must be able to lift up to 15 pounds at a time.

Nice To Haves

Experience gained at a leading law firm and/or a U.S. publicly traded company.
Experience advising on public company executive compensation, equity incentive programs, Section 16 compliance, and related disclosure requirements.

Responsibilities

Lead and coordinate SEC reporting and disclosure processes, including Forms 10-K, 10-Q and 8-K, proxy statements, Section 16 filings, registration statements, and other applicable securities filings.
Advise on U.S. securities laws and NYSE requirements, and coordinate compliance with applicable U.K. regulatory obligations with outside U.K. counsel, including FCA reporting and disclosure requirements related to the Company’s LSE listing.
Monitor developments in U.S. and U.K. securities laws, SEC and FCA rules, NYSE and LSE requirements, corporate governance standards, and regulatory guidance; assess implications and recommend actions.
Work with Finance, Accounting, Investor Relations, executives, and outside counsel to review earnings releases, investor presentations, press releases, shareholder communications, and other public disclosures.
Advise on disclosure controls and procedures, Disclosure Committee processes, materiality assessments, Regulation FD, and escalation of potential disclosure matters.
Support registered and unregistered debt and equity offerings, financing transactions, share repurchases, acquisitions, and other strategic transactions, including related disclosures, offering documents, and closing materials.
Oversee securities-related compliance, including insider trading policies, trading windows and preclearance, Rule 10b5-1 plans, Section 16, and beneficial ownership reporting.
Manage Board and committee governance processes, including agendas, meeting materials, minutes, resolutions, consents, and governance calendars.
Advise on Delaware corporate law, fiduciary duties, corporate and delegated authorities, governance policies, Board and committee charters, and other governance matters.
Coordinate annual shareholder meeting and proxy processes; support shareholder proposals, proxy advisory firm matters, and governance-related investor and shareholder inquiries.
Advise on executive compensation and equity incentive programs, including executive and director compensation arrangements, equity awards, incentive plans, Compensation Committee processes, compensation-related proxy disclosures, and applicable securities-law requirements.
Manage corporate entity formation, restructuring, dissolution, recordkeeping, and maintenance of the Company’s corporate organizational structure.
Advise on Sarbanes-Oxley requirements and collaborate with Finance, Internal Audit, Compliance, and other functions on governance and securities-related controls and policies.
Develop, maintain, and advise on corporate governance-related policies, including the Code of Conduct, securities dealing and insider trading policies, whistleblower policies, and other policies within the assigned scope, in coordination with Compliance and other responsible functions.
Develop and deliver compliance and corporate governance training for directors, officers, and employees, including training on securities trading restrictions, disclosure obligations, and related Company policies.
Manage outside securities and corporate governance counsel efficiently, engage external resources appropriately, and maintain cost-effective delivery of legal services.