Sr. Counsel, Securities - The Toro Company

The Toro Company•Bloomington, MN

10d•$160,000 - $200,000•Hybrid

About The Position

The Toro Company is seeking a Senior Corporate Counsel responsible for securities law compliance, Board of Directors meetings and affairs, corporate governance, mergers and acquisitions, executive compensation, and finance-related legal matters. This role involves leading legal oversight of public-company reporting and disclosure obligations, advising management on materiality and disclosure controls, and ensuring compliance with SEC requirements and NYSE listing standards. The position also serves as a senior advisor on corporate governance, supporting the General Counsel in the corporate secretary function and leading the legal and governance processes for the Board and its committees. The role requires leading the planning and legal execution of the annual meeting of shareholders and advising on governance policies and practices.

Requirements

J.D. from an accredited law school, and membership in good standing of at least one state bar.
Possess 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.
Responsible for legal aspects of SEC periodic (Form 10-Q, Form 10-K) and current (Form 8-K) reporting; quarterly earnings release and call preparation; executive officer stock trading and Section 16 (Forms 144, 3,4,5) compliance; ownership of all aspects of the annual meeting of shareholders and related proxy statement; NYSE listing standard compliance; handling all legal aspects of mergers and acquisitions, and assisting with finance-related matters including credit agreements and debt placements.