Legal Department Manager, Assistant Secretary

LB Foster•Pittsburgh, PA

28d

About The Position

Manages certain legal department functions including SEC Section 16 reporting, budgeting and forecasting, legal invoice payment, maintaining equity records, and performing certain paralegal functions such as drafting legal documents and assisting with corporate maintenance matters, legal research, and M&A support. Also functions as Assistant Secretary of L. B. Foster Company and maintains corporate records and minute books, oversees director compensation, and assists with Board matters such as meeting logistics and preparation of Board books and documents. Supports General Counsel and Deputy General Counsel as needed on various legal matters.

Requirements

Bachelor’s degree required
10+ years of progressively responsible experience in roles encompassing board relations, securities filings, and paralegal functions preferred
Prior experience in a law firm, corporate legal department, or business function preferred
Attention to detail, ability and drive to work independently, compliance with deadlines, and willingness to learn critical
Familiarity with budgeting and forecasts
Ability to learn and work in various electronic platforms including EDGAR Next, Fidelity, and Broadridge, and proficiency in Word, PowerPoint, and Excel

Nice To Haves

Fewer years of experience and different work experience considered for candidate demonstrating diligence, positive attitude, personal responsibility, and willingness to learn this role

Responsibilities

Manage the process of SEC filings for Directors and Officers (Forms 3, 4, 5) on EDGAR Next
Maintain internal records for all stock plans and awards (i.e., grants, vesting, exercise, forfeitures) with Transfer Agent and work with Fidelity as Stock Plan Administrator and Finance group in reporting of same in quarterly and annual reports and on Fidelity platform
Track shareholder ownership and reporting
Assist with reconciliation of issued, outstanding, and treasury shares
Create agendas for Board of Directors meetings and manage creation and serve as backup for distribution of the official Board Book in electronic Board platform for meetings
Create and maintain Board and committee charters, membership, meeting checklists, and calendars
Compose first drafts of Board and Committee meeting minutes and consents
Manage Director compensation process to ensure timely payment of fees and issuance of stock awards in conjunction with Treasury, Payroll, and Finance groups and also Transfer Agent and Stock Plan Administrator
Maintain minute books for the Company and its subsidiaries
Prepare resolutions for the Company and its subsidiaries including annual elections, opening of bank accounts, and other corporate actions as needed; work with outside counsel in the US, UK, and Canada to maintain records
Provide support for and assist with due diligence during mergers and acquisitions, corporate financings, including Hart Scott Rodino filings, lien searches, closings, and transaction records
Prepare and review drafts of legal documents at request and under supervision of General Counsel and Deputy General Counsel
Serve as Assistant Corporate Secretary for the Company and subsidiaries
Apply for and maintain Pennsylvania Notary status and notarize documents upon request for the business
Management of subsidiaries including state qualifications, annual reports, entity formation and dissolution with Tax Department
Issue and track litigation holds
Manage external document archives for the Company and maintain document retention policy, provide training as necessary
Manage the process for preparation of the annual proxy statement, including preparing annual calendar, revising proxy statement for updates, preparing stock ownership tables and narrative, calculating dates for submissions, coordinating with Compensation Group the preparation of compensation tables and narrative; communicating with directors, consultants, outside counsel, vendors such as proxy solicitor, printers, Transfer Agent; prepare notice and access for shareholders for filing; assist General Counsel in finalizing and filing Proxy Statement
Assist General Counsel with SEC filings such as 8-Ks, 10-Qs, 10-Ks
Assist General Counsel and Deputy General Counsel with compliance function, including preparation and issuance of electronic training materials, policies and monitoring Ethics Hotline
Maintain Litigation Status Report and update same on ongoing and quarterly basis with input from Insurance, General Counsel, and Deputy General Counsel
Manage Law Department billing/invoicing function
Prepare Law Department budget, annual operating plan, strategic plan, and forecasts for General Counsel
Handle shareholder inquiries in coordination with Investor Relations
Perform legal research as requested