Legal Department Manager, Assistant Secretary

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.

Responsibilities (Essential Functions): 

• 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, prepar...