Celgene Sr Corporate Counsel , Securities in Summit, New Jersey
Celgene is a global biopharmaceutical company leading the way in medical innovation to help patients live longer, better lives. Our purpose as a company is to discover and develop therapies that will change the course of human health. We value our passion for patients, quest for innovation, spirit of independence and love of challenge. With a presence in more than 70 countries, and growing - we look for talented people to grow our business, advance our science and contribute to our unique culture.
Senior Corporate Counsel – Securities and Governance
Reports to VP, Corporate Transactions and Corporate Governance
Coordinating and providing legal advice on corporate governance, Delaware corporation law, SEC, Sarbanes-Oxley and NASDAQ compliance and disclosure matters.
Assisting General Counsel and/or Vice President in preparing for meetings of stockholders, Board of Directors and committees of the Board of Directors.
Coordinating and preparing SEC ‘34 Act filings, including proxy statements, 8-Ks, 10-Ks and 10-Qs, Section 16 and other public disclosures.
Coordinating all legal aspects of equity and debt securities offerings, including preparing registration statements.
Providing legal support for investor relations, including reviewing external communications, corporate web site materials, earnings announcements and investor presentations.
Providing legal support for treasury matters, including ISDAs, credit agreements, commercial paper programs, stock repurchase programs, banking arrangements, cash management, debt covenant compliance.
Supervising subsidiary formation, compliance and maintenance.
Establishing and maintaining internal and external practices of the highest quality in dealing with SEC requirements.
Collaborating with stakeholders to identify and appropriately disclose material information.
Proactively addressing potential securities and compliances issues to prevent or minimize legal risk to the company.
Interacting with external counsel, advisors, external vendors, and business partners.
Keeping informed of laws, regulations, and industry trends affecting the company and assisting with developing of policies and training, as needed.
Other assignments may be requested from time-to-time.
Responsibilities may include:
- Coordinating all legal aspects of M&A transactions, including counseling on deal structure, drafting indications of interest/term sheets, conducting or supervising due diligence, drafting and/or reviewing transaction documents and briefing senior management prior to final approval.
Education and/or Experience Required:
Minimum of 8 years legal experience.
5+ years of experience with SEC filings/correspondence and compliance in a publicly-traded company.
Strong experience in structuring, negotiating and drafting complex contracts independently.
Solid background in corporate governance and general corporate matters with significant experience in complex corporate transactions.
Experience representing pharmaceutical or other health industry clients helpful.
Additional Desirable Qualifications, Skills and Knowledge:
Deep functional legal knowledge, coupled with business acumen, personal credibility, and a collaborative style.
Ability to make recommendations to effectively resolve problems or issues, by using sound judgement that is consistent with business standards, practices, policies, procedures and regulations.
Ability to think strategically and execute tactically.
Celgene is committed to equal opportunity in the terms and conditions of employment for all employees and job applicants without regard to race, color, religion, sex, sexual orientation, age, gender identity or gender expression, national origin, disability or veteran status. Celgene complies with all applicable national, state and local laws governing nondiscrimination in employment as well as employment eligibility verification requirements of the Immigration and Nationality Act. All applicants must have authorization to work for Celgene in the U.S.COMMITTED TO IMPROVING THE LIVES OF PATIENTS WORLDWIDE
At Celgene, we seek to deliver truly innovative and life-changing drugs for our patients. Our vision as a company is to build a major global biopharmaceutical corporation while focusing on the discovery, the development, and the commercialization of products for the treatment of cancer and other severe, immune, inflammatory conditions.
“At Celgene, we seek to deliver truly innovative and life-changing drugs for our patients.”
There are more than 300 clinical trials at major medical centers using compounds from Celgene. Investigational compounds are being studied for patients with incurable hematological and solid tumor cancers, including multiple myeloma, myelodysplastic syndromes, chronic lymphocytic leukemia (CLL), non-Hodgkin’s lymphoma (NHL), triple-negative breast cancer and pancreatic cancer. As committed as we are to clinical accomplishment, we are equally committed to patient support, which is a guiding principle at Celgene. We believe all who can benefit from our discoveries should have the opportunity to do so. Celgene puts patients first with industry-leading programs that provide information, support and access to our innovative therapies.