Counsel, Corporate Transactions
New York, NY
Overview and Responsibilities
This 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; manages 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; and manages various other matters.
This position will provide legal support on executive and director compensation, compensation committee and corporate matters. Knowledge and experience in 162(m), 280G and 409A compliance are required.
We are open to candidates seeking a full time or part time opportunity.
Duties and Responsibilities
• Advise on legal compliance issues arising out of the design, implementation, compliance and governance of executive and director compensation plans
• Draft and review legal documents concerning director compensation program, director compensation plans, prospectuses, participant communications and plan forms
• Advise on all domestic and international corporate and securities laws and compliance aspects of the Company's equity plans; draft and review plans and prospectuses as needed; and prepare equity award documentation
• Work with HR team on Compensation Committee matters, including setting agendas and preparing meeting materials and minutes
• Ensure compliance with compensation-related laws and listing requirements, including in the company's public disclosures (e.g., Proxy Statement, Registration Statements, etc.)
• Advise on IRC Sections162(m),409Aand 280G
• Work with Employment Law team on executive and director compensation matters that arise in mergers, acquisitions, financings and other transactions, including reviewing and revising transaction documentation and conducting due diligence; assisting with integration post-closing; and drafting transaction-related compensation plans and programs
• J.D. Degree from an accredited law school
• Admitted to practice law in New York State and in good standing; or qualified to promptly register as in-house counsel in New York State
• 5+ years relevant experience and demonstrated success advising clients at a major law firm and/or in an in-house position
• Experience in 409A, 280G and 162(m) compliance
• Excellent analytical, oral and written skills, with ability to analyze and apply complex laws and regulationsand communicate clearly and effectively both in writing and orally with clients and colleagues at all levels
• High ethical standards and trustworthiness with confidential matters
• Excellent interpersonal and client relations skills, highly team-oriented and experience meeting and providing consultation to clients in person
• Excellent work ethic,detail-oriented organizational skills and able to manage numerous projects simultaneouslyin a demanding, fast-paced environment
• Experience providing advice to publicly-held companies
ViacomCBS is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others.
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