Associate General Counsel - Securities

Mechanics Bank • Walnut Creek, CA

2d • Onsite

About The Position

Mechanics Bank currently searching for a Associate General Counsel to join our team. Here at Mechanics Bank, we value connection, partnership, long term relationships and working together in person. This role will be working on-site at our Walnut Creek location. The Associate General Counsel - Securities supports the General Counsel and Corporate Secretary in the day-to-day operations and functions of the General Counsel’s office, working closely with the Bank’s Board of Directors, senior management and Bank functions and businesses. Responsibilities will include supporting the General Counsel in compliance with securities laws, including reporting and disclosure requirements; assisting with the preparation of Forms 10-K and 10-Q and the proxy statement; and preparing Form 8-K, Section 16 filings and other SEC filings. What you will do: Advising management on compliance with securities laws and regulations. Including reporting and disclosure requirements and other SEC rules; assisting with the preparation of SEC registration statements Forms 8-K, 10-K and 10-Q and the annual meeting proxy statement, and preparing Form 8-K, Section 16 filings and other SEC filings. Stock exchange regulations, public company listing standards, including NYSE and NASDAQ governance and filing requirements. Assisting with quarterly earnings press release materials and meetings, as well as other investor events. Providing securities law advice and compliance guidance for earnings releases, investor materials, management presentations and other communications. Assisting with shareholder services matters. Assisting with the Bank’s Insider Trading Policy and Section 16 report filings. Advising management in securities-related lawsuits, including shareholder disputes, insider trading cases, and other financial litigation. Reviewing, drafting, and preparing legal documents, including SEC filings, proxy statements, and annual shareholder meeting materials. Coordinate training on corporate policies, including securities trading and Regulation FD. Coordinating training on, and the compliance processes for, various corporate policies, including securities trading and Regulation FD. Providing legal support to the Board of Directors and Board Committees, which includes advising on substantive legal matters; developing meeting agendas; and preparing materials for Board/Committee meetings. Providing legal advice and counseling with respect to equity-based compensation plans, executive compensation matters and Section 16 reporting. Advising on other legal matters that arise across various functions within the Bank. Assisting the corporate secretary function, including subsidiary management, and various other corporate secretarial matters.

Requirements

• Bachelors Degree from a 4 year institute and Graduate Degree JD required.
• Current Bar admission in at least one state. California licensure preferred.
• 7 years professional experience as a practicing attorney, SEC filings and securities law compliance required.
• 2 years leadership experience required.
• Approximately 0-10% travel required.
• Experience in supporting and/or working with boards of directors and senior management.
• Extensive experience with SEC filings and securities law compliance.
• Proven ability to manage and lead legal aspects of Corporate Finance matters.
• Knowledge of public company listing standards.
• Familiarity with overseeing Insider Trading Policy and Section 16 compliance matters.
• Strong experience advising on reporting and disclosure requirements under SEC, NASDAQ and NYSE rules, and working cross functionally to draft and review all periodic SEC reports and other SEC-related forms and filings
• Strong understanding of corporate governance matters.
• Excellent work ethic and high degree of professionalism, and a proven ability to work both independently and within a team.
• Outstanding verbal and written communication skills.
• Superior organization, decision making and problem-solving skills.
• Ability to multi-task and work in a fast paced, changing environment and to balance multiple, concurrent projects.

Nice To Haves

• Experience serving in an in-house corporate secretary office of a public company is preferred.

Responsibilities

• Advising management on compliance with securities laws and regulations. Including reporting and disclosure requirements and other SEC rules
• Assisting with the preparation of SEC registration statements Forms 8-K, 10-K and 10-Q and the annual meeting proxy statement, and preparing Form 8-K, Section 16 filings and other SEC filings.
• Stock exchange regulations, public company listing standards, including NYSE and NASDAQ governance and filing requirements.
• Assisting with quarterly earnings press release materials and meetings, as well as other investor events.
• Providing securities law advice and compliance guidance for earnings releases, investor materials, management presentations and other communications.
• Assisting with shareholder services matters.
• Assisting with the Bank’s Insider Trading Policy and Section 16 report filings.
• Advising management in securities-related lawsuits, including shareholder disputes, insider trading cases, and other financial litigation.
• Reviewing, drafting, and preparing legal documents, including SEC filings, proxy statements, and annual shareholder meeting materials.
• Coordinate training on corporate policies, including securities trading and Regulation FD.
• Coordinating training on, and the compliance processes for, various corporate policies, including securities trading and Regulation FD.
• Providing legal support to the Board of Directors and Board Committees, which includes advising on substantive legal matters; developing meeting agendas; and preparing materials for Board/Committee meetings.
• Providing legal advice and counseling with respect to equity-based compensation plans, executive compensation matters and Section 16 reporting.
• Advising on other legal matters that arise across various functions within the Bank.
• Assisting the corporate secretary function, including subsidiary management, and various other corporate secretarial matters.

Benefits

• Medical, prescription, dental, and vision coverage for employees and their eligible family members
• Employer paid Employee Assistance Program, Life Insurance, AD&D, and Disability benefits
• Health Savings Account with employer contribution
• Healthcare and Dependent Care Flexible Spending Accounts and Commuter/Parking Benefit
• 401(k) and Roth 401(k) with company contribution
• 529 Education Savings plan, Tuition Reimbursement Program and Student Loan Assistance Program
• Supplemental Health plans, Voluntary Legal and Identity Theft Services
• 11 paid holidays, paid Sick days (accrual of one hour for every 30 hours worked), up to 25 paid vacation days, and 16 hours of paid volunteer time throughout the calendar year
• Free personal checking and savings account; Discounted rates on primary residence loan with $0 origination fees (restrictions apply)

What This Job Offers

• Job Type: Full-time
• Career Level: Mid Level
• Number of Employees: 1,001-5,000 employees