Tiffany & Co.

  • Manager, Legal Department

    Location US-NY-New York
    Posted Date 5 months ago(8/12/2019 3:27 PM)
    Req #
    40143
    Category
    Legal
  • Overview

    The Manager-Assistant Corporate Secretary (i) provides corporate secretary support to Tiffany & Co. and its worldwide subsidiaries, (ii) manages all aspects of Legal Department (“Department”) administration, (iii) assists in drafting and submitting SEC and other regulatory filings, (iv) supports administration of the company’s employee and director stock plans and stock trading policies, and (v) provides other substantive and administrative support for ongoing duties and special projects as needed.

    Responsibilities

    General Corporate:

    • Assist with foreign and local incorporations and entity formations; liaise with foreign counsel and local teams on subsidiary maintenance and governance; manage and assist with domestic and foreign report filings; and maintain corporate records (for example, by ensuring that minutes and resolutions are properly signed, certificated, indexed and maintained).
    • Draft, and manage the execution of, resolutions, certificates, correspondence, statutory reports and other corporate documents under attorney supervision.
    • Coordinate, attend, and minute Disclosure Controls Committee (“DCC”) meetings, and assist in DCC training and informational projects.
    • Manage trading window process, including by preparing and maintaining the calendar of trading windows and restricted person lists, and preparing and distributing related communications.
    • Prepare, distribute and track Director and Officer and other annual insider questionnaires.
    • Prepare Annual Written Affirmation to the NYSE.
    • Maintain records of director compensation program and payments, and assist with related questions, including questions from directors.
    • Support compliance matters, including by managing corporate policies, as well as conflicts and related parties procedures.

     

    SEC Filings:

    • Prepare and file, or provide support for the drafting and filing of, SEC Forms 8-K, 14A, S-8, SD, and Section 16 reporting; Apply for and maintain SEC codes.

     

    Stock Administration: 

    • Coordinate with the Company’s transfer agent, stock plan administrator and benefit plan record keepers to support various administrative processes, including those for quarterly dividend payments and share repurchases, as well as reconciliations of shares outstanding.
    • Liaise with the Payroll and Compensation Departments to process grants to the Executive Committee and Tiffany & Co. Board of Directors (“Parent Board”); draft, or assist in drafting, notices of grant and other stock-related communications; and prepare and maintain schedules of outstanding shares and security ownership.
    • Act as liaison and primary point of contact for stock transactions by corporate insiders (i.e., executives and directors), including distributing and processing required documentation and maintaining related records.

     

    Board and Shareholder Meetings:

    • Prepare and circulate materials for Parent Board and committee meetings.
    • Provide support for Parent Board meetings as required, and manage compilation of, and record-keeping for, Parent Board minutes and other Parent Board documentation.
    • Track fulfillment of Parent Board obligations in keeping with organizational and governance documents.
    • Liaise with the Investor Relations Department, and the Company’s transfer agent and proxy solicitor, to assist in preparing the proxy and to manage the proxy mailing, and oversee coordination of the Annual Meeting logistics, including required notification(s) to the NYSE and DTC.

     

    Research and Investigation and Dispute-Resolution Support: 

    • Assist Attorneys in research, investigations, discovery searches, subject access requests, and otherwise in preparation for litigation, mediation and arbitration.  

     

    Department and Department Resource Management:

    • Manage the administrative staff in the Department, including interviewing and hiring, approving time and attendance, developmental coaching, and preparing and delivering performance management appraisals.
    • Supervise the payment and tracking of Department invoices; assist in the Department profit planning and budget tracking process, and manage petty cash and Department administrative spend.
    • Manage Department record-keeping and update Department server files and attorney binders.
    • Maintain and update Business Continuity Plan, Department calendar, Department manual and Department website.

    Other Matters: 

    • Liaise with Company executives and directors and outside counsel as necessary on a variety of governance, equity and other matters.
    • Assist with other various matters, as needed.

    Qualifications

    Required Qualifications:

    • 5+ years of relevant corporate experience, with at least 3+ years in a legal, compliance or similar department of a US company with global operations
    • Public company experience and familiarity with preparing and making SEC filings
    • Significant experience with corporate governance and legal entity management
    • Significant experience with stock options and equity awards, and with procedures for, and reporting of, stock transactions by corporate insiders
    • Strong project management experience, as well as experience managing others
    • Highly developed organizational skills and demonstrated accuracy and attention to detail
    • Proven ability to take initiative, to problem solve and to display a high degree of judgment, discretion, and confidentiality
    • Strong interpersonal skills with ability to work cross-functionally with multiple stakeholders and teams, providing excellent support when needed and effectively and efficiently managing multiple competing priorities
    • Excellent communication skills, both written and oral
    • Team player who is also comfortable working independently with minimal oversight on certain projects and making decisions independently
    • Advanced knowledge of Microsoft Outlook, Word, Excel, PowerPoint and Adobe Acrobat

    Preferred Qualifications:

    • Bachelor’s Degree
    • Paralegal training and experience
    • Budget management experience

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