Care.com is the largest and fastest-growing technology platform for online care services, helping families, businesses, and corporate employees find high-quality care for their kids, pets, parents, and homes. We’re seeking innovative, entrepreneurial, and genuinely nice people to join our collaborative team. If that describes you, we want to hear from you! A career at Care.com offers countless ways to grow and have a real effect on a young, exciting company.
Care.com seeks a highly-motivated Director, Corporate Counsel with significant public company, M&A, general corporate law and contracting experience. The Corporate Counsel will be an integral member of a seven-person legal team and an essential legal and business partner to internal clients. We are a team of legal experts with excellent judgment and critical-thinking and decision-making skills who understands legal and business dynamics and successfully collaborates with our clients to provide high-quality legal services and practical and balanced risk assessment and advice.
The Director, Corporate Counsel will report to the General Counsel and be responsible for the following:
Public Company Responsibilities:
- Research and provide legal advice on corporate governance, SEC, Sarbanes-Oxley and NYSE compliance and disclosure matters
- Assist in preparation and drafting of periodic SEC ‘34 Act filings, including 10-Ks, 10-Qs, 8-Ks and other public disclosures
- Prepare and file Section 16 forms
- Coordinate with outside counsel on SEC ’33 Act filings, including S-8s and shelf registration statements
- Make all required NYSE filings and provide all required notices
- Prepare for annual meeting of stockholders; draft company proxy statement
- Assist in review of quarterly earnings materials, including press releases and earnings announcements and corporate website materials
- Assist GC in Board of Director related matters, including preparation for Board and committee meetings, preparation and solicitation of D&O questionnaires and related matters; interface with Board of Directors as needed
- Administer Insider Trading Policy and 10b5-1 plans
- Draft and negotiate non-disclosure agreements, term sheets, transaction agreements and ancillary documents in support of M&A activities (or work with outside counsel to draft and negotiate the same when applicable)
- Provide legal advice on M&A transactions
- Work with internal business partners, including Finance, HR and IT, to resolve issues and assist with the integration of newly acquired companies
- Serve as legal representative to specific company departments as assigned by providing legal analysis and advice, drafting, reviewing and negotiating contracts in support of department priorities and objectives and providing other legal services as needed
- Assist in the drafting, review, and interpretation of company-wide plans and policies, such as Code of Conduct and Insider Trading
- Provide legal services in connection with company equity plans
- J.D degree and member in good standing of the MA bar.
- Minimum of 7 years’ experience at a top law firm or a combination of law firm and significant in-house positions (mix of law firm and in-house experience preferred).
- Thorough knowledge of corporate law, including securities law, M&A and public company governance and compliance. Strong foundation in ongoing reporting requirements and corporate governance is a must.
- Commercial contract and online services experience and/or experience working with marketing, product, CSR, and/or international teams is a plus.
- Strong business acumen with ability to appropriately balance legal and business risk; pragmatic yet strategic partner in business and legal decision-making.
- Team player with the ability to proactively collaborate with cross-functional teams.
- Strong work ethic, sense of ownership and accountability, demonstrating reliability and thoroughness.
- Ability to prioritize and multi-task in a fast-paced environment.
- Flexibility and willingness to work on a broad variety of legal matters.
Tracking Code 1328-796