Counsel, Corporate & Securities

Full Time Job
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 certain other public disclosure documents; plays a key role in the company's annual/quarterly earnings announcements; manages compliance with NASDAQ listing rules and relevant DE law; 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 oversee the company's corporate governance, NASDAQ and Delaware law compliance, and also provide support on securities compliance generally. 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.

Responsibilities

• Legal support for the ViacomCBS Board of Directors and its committees, including conducting research and drafting substantive materials; distributing materials and coordinating other aspects of Board and committee meetings; handling various between-meeting Board and committee activities; and assisting with the director compensation program
• Advising on, drafting and submitting SEC filings and other public disclosures, including Proxy Statements, Registration Statements, Section 16 beneficial ownership reports and Current Reports on Form 8-K; advising on compliance with Regulation FD
• Advising on compliance with NASDAQ listing standards and managing NASDAQ submissions
• Advising on Delaware law compliance as it relates to corporate governance
• Managing various general corporate matters, including organizing the annual meeting of stockholders and related stockholder communication and voting matters, and assisting on the company's D&O insurance program
• Drafting and negotiating commercial agreements in these areas
• Monitoring and assessing regulatory developments and best practices in disclosure, corporate governance and securities laws, and developing appropriate implementation strategies
• Supporting other members of the team, including the VP, Counsel, on the company's quarterly earnings process, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, Sarbanes-Oxley compliance and other related matters
• Providing such other assistance and support as may be required from time to time in areas outside of those specified above

Qualifications

• 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
• At least 3 years relevant experience, including advising publicly-held companies

Additional Qualifications

• Excellent analytical, oral and written skills, with ability to analyze and apply complex laws and regulations and communicate clearly and effectively with clients and colleagues at all levels
• High ethical standards and trustworthiness with confidential matters
• Demonstrated success advising clients at a major law firm and/or in an in-house position, with experience meeting with and providing direct consultation to clients
• Excellent interpersonal skills and highly team-oriented
• Excellent work ethic, detail-oriented organizational skills and able to manage numerous projects simultaneously in a demanding, fast-paced environment
• Experience in 162(m) and 409A compliance highly valuable