Job description

Edwards Lifesciences Corporation seeks an experienced corporate attorney for the position of Senior Manager, Corporate Counsel. Working closely with the Corporate Secretary, this role acts as the supporting legal advisor on corporate governance, securities compliance, M&A and subsidiary management. This position reports directly to the Senior Vice President, Associate General Counsel and Corporate Secretary. This is a unique opportunity to join an innovative, growing medical device company with over 17,000 employees and a well-respected in-house legal department of attorneys.

Key Responsibilities:

• Independently responsible for Corporate Subsidiary Management

Manage subsidiary formations, dissolutions, and required regulatory filings, including drafting or approving articles and bylaws, in compliance with local requirements

Research and analyze laws, rules, and regulations related to routine filings with regulatory agencies, including Secretaries of State and foreign local authorities

Prepare and maintain corporate subsidiary minute books including accurate records of all activities

Proactively communicate with local management responsible for global subsidiary compliance in all global jurisdictions and coordinate projects as needed

Upload subsidiary documents to the department’s central document repository

• Supports the Corporate Secretary team

Ensures that directors are enabled to meet their legal, compliance, and fiduciary obligations

Prepares advanced reading materials for Board members related to corporate governance and executive compensation

Drafts and maintains key corporate documents, minutes and records

Supports the management of director orientation and transition of directors on and off the Board

Supports projects assigned by Chairman of the Board, including providing supporting materials that permit the effective conduct of the meeting

• Provides legal advice on corporate governance matters

Monitors outside developments

Manages relationships with outside counsel and proxy advisors as needed

Ensures compliance with, and maintenance of, corporate governance guidelines and Board Committee charters

• Supports investments and mergers and acquisitions transactions
• Provides legal advice on SEC and NYSE compliance matters

Drafts agreements and documentation for governance, internal policies and executive compensation matters

Manages insider trading program and prepares and files Section 16 reports (I.e., reporting of Forms 3, 4 and 5)

Keeps current on the filing and listing requirements for equity compensation programs, stock splits, stock transactions

Ensures the accurate and timely filing of annual, quarterly and current reports filed with the SEC, working closely with Corporate Accounting

Coordinates with stock transfer agent

• Supports the Corporate Secretary in preparation for and during the annual meeting of stockholders

Assists in the preparation of the proxy statement, working closely with the Corporate Secretary and Human Resources

Coordinates meeting logistics and content, working closely with Investor Relations

• Trusted to assist in representing the company and its Board professionally, thoughtfully, and with the highest standards of integrity

Basic Qualifications:
JD degree

Minimum 4 years of combined private practice and/or in-house experience in corporate, securities, compliance, corporate subsidiaries, corporate governance and corporate secretarial matters

Detailed knowledge and understanding of state and federal laws, NYSE and SEC regulations, and other standards with respect to public company reporting requirements

3+ years of experience handling the preparation and distribution of shareholder, Board of Directors and committee meeting materials

3+ years of experience with filing 10-K, 10-Q, proxy statement, and other SEC required filings accurately and on time

Preferred Qualifications:
Member of the California Bar

Must possess excellent presentation and communication skills and demonstrate executive presence

Must be comfortable and confident counseling, interacting and, when necessary, respectfully pushing back, with C-level executives and Directors

Excellent analytical, detail-oriented, organized and information seeking skills

Excellent organization and time management skills

Excellent written and verbal communication skills and interpersonal relationship skills including negotiating and relationship management skills with ability to drive achievement of objectives

Recognized as an expert within field and within the organization, both within and beyond own function

Expert understanding of related aspects of legal processes and/or systems

Aligning our overall business objectives with performance, we offer competitive salaries, performance-based incentives, and a wide variety of benefits programs to address the diverse individual needs of our employees and their families.

For California, the base pay range for this position is $128,000 to $181,000 (highly experienced).

The pay for the successful candidate will depend on various factors (e.g., qualifications, education, prior experience).

About Edwards Lifesciences

Edwards Lifesciences is the global leader in patient-focused medical innovations for structural heart disease, as well as critical care and surgical monitoring. Driven by a passion to help patients, the company collaborates with the world’s leading clinicians and researchers to address unmet healthcare needs, working to improve patient outcomes and enhance lives. Headquartered in Irvine, California, Edwards Lifesciences has extensive operations in North America, Europe, Japan, Latin America and Asia and currently employs over 13,000 individuals worldwide.

For us, helping patients is not a slogan - it’s our life’s work. From developing devices that replace or repair a diseased heart valve to creating new technologies that monitor vital signs in the critical care setting, we focus on helping patients regain and improve the quality of their life.

COVID Vaccination Requirement

Edwards is committed to complying with the requirements and guidance from our government authorities and to protecting our vulnerable patients and the healthcare providers who are treating them around the world. As such, all Healthcare Interacting positions require COVID-19 vaccination, which includes anyone who directly interfaces with patients and those who interact with healthcare providers as part of their role. If hired, as a condition of employment, you will be required to submit proof that you have been fully vaccinated for COVID-19, unless you request and are granted a medical or religious accommodation for exemption from the vaccination requirement. This vaccination requirement does not apply in countries where it is prohibited by law to impose vaccination. In countries where vaccines are less available, or other requirements exist, we may institute alternate measures that optimize patient safety and healthcare provider safety, which may include regular COVID testing or specific masking requirements.

For United States Applicants Only:
Edwards is an Equal Opportunity/Affirmative Action employer including protected Veterans and individuals with disabilities.
Know your Rights: Workplace Discrimination is Illegal Poster
Disability accommodation for employment applicants
Edwards E-Verify
Family and Medical Leave Act (FMLA)
Employee Polygraph Protection Act (EPPA)
Pay Transparency Notice

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