Details: H.B. Fuller is a leading provider of specialty adhesives, chemical products and solutions used to create hundreds of brand name goods across the globe. Our collaborative, engaging culture encourages employees to contribute at the highest level, making H.B. Fuller a great place to work! The Sr. Paralegal, Corporate and Securities, will assist the business and the Law Department with legal matters affecting the Company, including securities compliance, subsidiary management, support of the Board of Directors meetings and other special projects.Builds strong working relationships with HBF functions and businesses, customers and the legal team through ability and willingness to take initiative to identify and address issues and make continuous process improvements. PRIMARY DUTIES 15% Board and General Governance matters. Prepare and plan for the Annual Meeting of Shareholders. Prepare on-going resolutions for Annual Meeting and regularly scheduled Board Meetings. Manage and maintain Board Portal site, including dissemination of materials and assistance with Board presentations. Maintain corporate minute books and other essential records. Prepare and distribute materials in New Director Handbook for new Directors. Develop and distribute record and payment dates for dividends and annual meeting and Section 16 insider trading window dates. Maintain Board calendar and agenda, including notification of staff who are scheduled to be on the agenda, and enforcing deadlines for presentations and posting/mailing of materials. Facilitate mailing of Form W-2s to Board members and keep records related to meeting attendance, fees paid, etc. 50% Securities Compliance. Maintain accurate stock holding records for all Board and Key Executive Section 16 insiders. Prepare and file applications for Edgar Numbers with the SEC for new Directors/Key Executives. Prepare and file all Forms 3, 4 and 5. Administer insider-trading policy. Provide compliance reminders. Prepare and distribute Section 16 filing requirements to new and retiring Section 16 insiders. Assist in preparation and administer annual D&O questionnaires for Directors and Key Executives. Assist in drafting, preparation and filing of the Proxy Statement (and related materials), Form 8-Ks, securities registrations, and similar matters. Maintain NYSE website and coordinate all necessary NYSE filings. Research relating to corporate governance matters and NYSE and SEC compliance matters.. 35% Subsidiary Management Maintenance of corporate subsidiary database including the following:• Assist in the set up and maintenance of new subsidiaries;• Manage all the informational changes relating to the database including director changes, capitalization changes, , divestitures and corporate reorganizations involving subsidiaries and other similar matters (including working with agents and attorneys globally to understand the requirements and implement them);•Drafting, filing, maintaining and uploading corporate entity filings and minutes, resolutions, changes of names, etc.; and• Filing assumed name documents and other applicable filings.Research regarding corporate legal entity filings and minutes, researching corporate legal identities, research state and federal regulatory guidelines and assist with merger and acquisition projects.Work with tax department, Secretaries of State and outside agent to register assumed names, foreign qualifications and withdrawals, changes in registered address or agents, etc. Act as contact person for getting resolutions, commercial register applications and other documents signed by local managing directors, notarizations and apostilles. Work extensively with internal personnel and local agents around the world to maintain subsidiaries in good standing. Other General Matters Examples may include intake and tracking of transactional work requests and tracking metrics of such work requests. As needed, serve as backup for other duties in the Law Department.
No comments:
Post a Comment