Position Information

Primary Role

Reporting to the Senior Counsel, SEC and Assistant Secretary, and as a member of the SEC Team, (1) prepare and assist with, as directed, required Securities and Exchange Commission (SEC) filings under the 1934 Act, (2) manage the annual shareholder meeting process, (3) prepare and assist with, as directed, registration statements under the 1933 Act, (4) provide counsel and support to the Treasury team with respect to corporate financings and other capital raising transactions, including registered public offerings of debt or equity and other financing and Treasury matters, (5) assist with corporate law, corporate secretary and corporate governance matters, (6) advise various business units and personnel on disclosure and other securities law matters, including compliance with Regulation FD, (7) manage the Company’s insider trading compliance program, and (8) oversee compliance with the requirements of the New York Stock Exchange (NYSE).

Key Accountabilities

• Preparation of and assistance with 1934 Act filings (Forms 10-K, 10-Q, 8-K and 11-K).
• Preparation of and assistance with the Company’s proxy statement, annual report and other soliciting materials in connection with the annual meeting of shareholders. Leads the preparation and review of all materials for the annual shareholder meeting.
• Responsible for working with and overseeing the Senior Governance Analyst to effectuate and manage the trading window preclearance process and manage or assist with executive stock ownership guidelines and stock retention requirement compliance.
• Monitors relevant securities, corporate law, corporate governance and other changes in laws, rules, governance principles and interpretations, as well as relevant legal trends, and prepares relevant discussion and recommendations. 
• Assists with executive and director compensation matters, including matters relating to equity compensation plans and related securities law compliance (for example, the preparation of registration statements on Form S-8 with respect to equity compensation and benefit plans).
• Assists on all American Water and/or American Water Capital Corp. financings, and all other public offerings, capital raising and financing transactions. Assists the SEC Team in serving as the legal advisor to the Treasury team on all capital raising transactions, credit agreements, commercial paper matters, and identified subsidiary financing issues, including transactions registered or exempt under the 1933 Act and tax-exempt financings. Leads coordination of all legal-related closing activities.
• Assists Vice President, Chief SEC Counsel and Secretary on various corporate secretarial and Board of Directors matters relating to the parent company and other subsidiaries. This includes drafting agendas, minutes, resolutions and written consents, and reviewing board materials, and serving as Assistant Secretary, as needed.  With assistance from the Senior Governance Analyst, leads the SEC Team’s subsidiary management function, including the maintenance of relevant subsidiary officers and directors, minute book maintenance, and providing reports on director and officer changes as needed.

Knowledge/Skills

• Must have substantial knowledge, experience and understanding of the 1933 Act, 1934 Act and the rules and regulations of the SEC under those acts, and of the requirements of the New York Stock Exchange, as well as Sarbanes Oxley Act of 2002 and the Dodd Frank Act.  Must have significant experience in drafting disclosures required in filings under the 1933 Act and 1934 Act.
• Must demonstrate strong experience in transactions registered and exempt from registration under the 1933 Act, including disclosure and communication issues associated with various types of offerings of securities.  Prior experience with other Treasury-related matters, such as loan and credit agreements, commercial paper programs and derivatives, desired but not required.
• Must have a deep understanding of the Delaware General Corporation Law and be proficient in the principles and practice of major aspects of corporate law. Skilled drafter and oral and written communicator.

Experience/Education

• Juris Doctorate or equivalent law degree from an accredited law school and license to practice law in good standing in at least one U.S. state. Able to apply for New Jersey in-house license upon starting work or within 12 months thereafter.

• Seeking 6 years of practice experience in a law firm, or 6 years of a combination of law firm and in-house experience, at least 2 years of which are in-house with a similar size/scale larger company, with strong experience in SEC and corporate governance matters.

• Prior experience with utilities a plus.

Travel Requirements

• Occasional travel may be required

Certifications & Licenses

• License to practice law in good standing in at least one U.S. state.
• Able to apply for New Jersey in-house license upon starting work or within 12 months thereafter. 

Work Environment

Standard office environment

Competencies