Corporate Counsel - Securities and Governance

CDW

About The Position

At CDW, we make it happen, together. Trust, connection, and commitment are at the heart of how we work together to deliver for our customers. It’s why we’re coworkers, not just employees. Coworkers who genuinely believe in supporting our customers and one another. We collectively forge our path forward with a level of commitment that speaks to who we are and where we’re headed. We’re proud to share our story and Make Amazing Happen at CDW. CDW is seeking a dynamic and strategic Corporate Counsel - Securities and Governance to support the securities and corporate governance function. As a Fortune 500 publicly traded company, CDW operates in a complex environment, requiring strong technical expertise in S&P 500 securities law compliance, corporate governance, and public company obligations to drive compliance, transparency, and governance excellence.

Requirements

J.D. from an accredited law school with demonstrated academic success.
4+ years of experience in securities matters, including the ’33 Act and ’34 Act, corporate governance, executive compensation, and capital markets at a top-tier law firm and/or in-house with a publicly traded company.
Strong knowledge of SEC regulations, corporate governance best practices, and public company reporting requirements.
Proven track record of successfully managing securities filings and corporate governance practices.
Strong written and verbal communication skills, including the ability to clearly and concisely articulate complex concepts and to interact with stakeholders of all levels, including senior management and the Board of Directors.
Exceptional interpersonal skills, with an ability to inspire trust and confidence with internal and external stakeholders.
Demonstrated ability to build and maintain strong cross-functional relationships with a variety of stakeholders
Strong leadership and executive presence, with the ability to influence and collaborate at the highest levels.

Nice To Haves

Experience advising or working with large, publicly traded companies (ideally S&P 500 companies) strongly preferred.

Responsibilities

Ensure compliance with all applicable securities laws and regulations, including SEC rules and regulations (such as the Sarbanes-Oxley Act, Dodd-Frank Act, and others).
Monitor and advise on changes in securities laws and regulations and impact on the company.
Assist in the preparation and filing of the company’s 10-Ks, 10-Qs, 8-Ks, Section 16 Reports, and other SEC-related documents and lead the preparation and filing of the company’s proxy statement.
Review public company communications, including press releases and investor presentations.
Assist with the planning and execution of CDW’s annual stockholders meeting.
Advise senior management, including leaders in finance and investor relations, with respect to disclosure matters and Nasdaq, SEC, and corporate law requirements, including Reg FD and use of non-GAAP financial measures, and participate in disclosure committee meetings.
Assist with the administration of CDW’s Insider Trading Policy and 10b5-1 plans, and related equity matters.
Advise on executive compensation matters and assist in the preparation of coworker and director compensation materials.
Assist with capital markets (debt) transactions.
Oversee corporate governance policies and procedures to ensure compliance with laws and regulations and advise senior management on best practices and proxy advisor/investor voting policies.
Review and manage the company’s governance ratings.
Monitor regulatory changes related to corporate governance and advise the company on compliance requirements.
Assist as needed with the preparation of Board and Committee meeting materials, preparing meeting minutes, and ensuring compliance with Board and Committee responsibilities
Assist with oversight of the corporate secretarial function for domestic and foreign subsidiaries.