Sr. Counsel, Securities - The Toro Company

The Toro Company•Bloomington, MN

9d•Hybrid

About The Position

The Senior Corporate Counsel will be responsible for securities law compliance, Board of Directors meetings and affairs, corporate governance, mergers and acquisitions, executive compensation, and finance-related legal matters for The Toro Company. This role involves managing the legal aspects of SEC periodic and current reporting, preparing for earnings releases and calls, ensuring executive officer stock trading compliance, overseeing the annual shareholder meeting and proxy statement, ensuring NYSE listing standard compliance, handling legal aspects of mergers and acquisitions, and assisting with finance-related matters such as credit agreements and debt placements.

Requirements

J.D. from an accredited law school, and membership in good standing of at least one state bar.
10+ years of professional legal experience ideally through a combination of law firm and in-house public company experience.
Strong work ethic and drive for results.
Ability to find practical, creative, and innovative solutions to complex legal problems.
Maintains the highest integrity and legal and ethical standards.
Communicates in a clear, concise, and understandable manner, both verbally and in writing.
Demonstrates solid subject matter expertise, and possesses superior skills and excellent judgment.
A team player that collaborates.
A strategic thinker that provides proactive legal and business advice.
Acts in a respectful and trusting manner.
Applicants must be legally authorized to work in the United States. We are unable to sponsor or take over sponsorship of a school/employment or any other visa, regardless of expiration date, now or in the future.

Responsibilities

Lead legal oversight of the company’s public-company reporting and disclosure obligations, including Forms 10-K, 10-Q and 8-K, proxy materials and other securities filings.
Advise management on materiality, disclosure controls, and significant developments that may require public disclosure.
Provide legal counsel in connection with quarterly earnings releases, earnings calls, investor communications, and other external disclosures.
Drive consistency, accuracy, and legal compliance across SEC filings, earnings materials, and related communications.
Lead compliance with Section 16, Rule 144, insider-trading requirements, and related policies and procedures.
Oversee legal compliance relating to the company’s retirement plan reporting obligations, including Forms 11-K.
Advise on compliance with applicable SEC requirements and NYSE listing standards.
Monitor regulatory, governance, and market developments and lead implementation of appropriate changes.
Serve as a senior advisor on corporate governance matters and support the General Counsel in the corporate secretary function.
Lead the legal and governance processes supporting the Board and its committees, including agendas, materials, minutes, resolutions, and governance documentation.
Counsel directors and senior executives on governance responsibilities, fiduciary duties, and applicable legal requirements.
Lead the planning and legal execution of the annual meeting of shareholders, including the proxy statement, shareholder proposals, director and officer questionnaires, and related-party transaction review.
Advise on governance policies, committee charters, governing documents, Board practices, and director onboarding.
Establish effective standards, timelines, and controls for Board and committee materials and related governance processes.
Direct the work of outside counsel in a variety of capacities.