This Counsel position will be an integral member of a team that advises and supports ViacomCBS’s Board of Directors and its committees and ensures the proper functioning of the Board; prepares the company’s SEC filings and other public disclosure documents; plays a key role in the company’s annual/quarterly earnings announcements; leads compliance with NASDAQ listing rules; supports the annual meeting of stockholders; counsels other corporate departments (e.g., Investor Relations, Corporate Communications and Controller’s groups) on various matters; monitors and analyzes regulatory developments in these areas and implements changes as appropriate.
The Counsel position coordinates the company’s corporate governance, NASDAQ and Delaware law compliance. It involves exposure to senior executives and Board members and requires the ability to assess the company’s legal obligations, develop creative solutions to challenging problems and extract key business decisions from high-level individuals.
Duties and Responsibilities
- Legal support for the ViacomCBS Board of Directors and its committees, including drafting and distributing materials, coordinating implementation of the director compensation program, coordinating various aspects of Board and committee meetings and handling various between-meeting Board and committee activities
- Drafting, reviewing, advising on and submitting SEC filings and other public disclosures, including Proxy Statements, Registration Statements, Section 16 beneficial ownership reports and certain Current Reports on Form 8-K
- Advising on compliance with NASDAQ listing standards and handling NASDAQ submissions
- Leading various general corporate matters, including organizing the annual meeting of stockholders and related proxy voting and stockholder delivery and access mechanics, and assisting with our D&O insurance program
- Drafting and negotiating commercial agreements in these areas
- Developing and implementing policies, practices and critical initiatives across all teams
- Supporting other members of the team with the quarterly earnings process, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, compliance with Regulation FD, Sarbanes-Oxley compliance and other related matters, as needed
- Providing such other assistance and support as may be required from time to time in areas outside of those specified above
- Experience in 162(m) and 409A compliance not required but highly valuable