Interested in joining a cause-driven, customer focused company dedicated to positively impacting the health of animals, people and the planet? Search our job listings below.
Overview: Reporting to the Executive Vice President, General Counsel & Secretary, this position will serve as Deputy General Counsel & Assistant Secretary and function as a member of the General Counsel’s senior leadership team providing advice and guidance regarding securities, corporate governance and Board related matters. This lawyer will also be the day-to-day legal lead for securities and financial disclosures for the company and be responsible for various practices and policies related to public company securities compliance. This includes disclosure controls and practices, public reporting, SOX and Dodd-Frank, among other areas. Extensive knowledge of best practices regarding securities, disclosures, and the Board secretary function is required.
Company: Elanco Animal Health (NYSE: ELAN), with over 10,000 employees, $3.27B in revenue in 2020 and a market cap of $14.47B, provides those who raise and care for animals with solutions that empower them to advance a vision of food and companionship enriching life. Elanco understands the powerful role healthy animals play in making lives better. As pets increasingly become important parts of families, so too does the need to help them live longer, healthier, higher-quality lives. As the global population grows, so too will the need to meet the demand for safe, affordable food for all. Continued growth is expected by delivering meaningful innovation, growing top line results and expanding margins. Elanco’s over 200 brands are sold in 90 countries. For more information, please go to: https://www.elanco.com.
Compensation: Competitive salary and benefits.
Experience: The successful candidate will have at least 10 years of legal experience with an emphasis on representing public companies in securities and disclosure matters, corporate governance, and corporate finance with a deep knowledge of federal securities laws, corporate governance, and corporate secretarial matters. A combination of in-house experience at a public company and in private practice is preferred. Exceptional law firm candidates will be considered. Experience as a Corporate Secretary or Assistant Corporate Secretary is strongly preferred. Experience working in the healthcare industry, particularly in pharmaceuticals, is a clear advantage.
Relocation: This is a national search. This candidate can work remotely, but will be required to travel to headquarters in Greenfield, Indiana for various meetings and other commitments.
Bar Admission: Licensed to practice in Indiana or admitted to a State Bar of any US State or the District of Columbia (and able to be admitted to the Indiana Bar within six (6) months following the commencement of the position).
Elanco provides those who raise and care for animals with solutions that empower them to advance a vision of food and companionship enriching life. It understands the powerful role healthy animals play in making lives better. As pets increasingly become important parts of families, so too does the need to help them live longer, healthier, higher-quality lives. As the global population grows, so too will the need to meet the demand for safe, affordable food for all.
Since its start at Eli Lilly and Company in 1954, Elanco has been working to empower its customers—from veterinarians to food producers to all those concerned with animal health—to address these global challenges, and advance a vision of food and companionship enriching life. Elanco strives to develop and deliver products safe for consumers, animals and the environment through innovation and a shared vision to enrich the life of people worldwide. In September 2018, Elanco became a stand-alone public company.
The Deputy General Counsel & Assistant Secretary is a critical leadership position at the Company and will work directly with the General Counsel and the most senior leadership of the Company on securities, Board and governance matters. This position will be responsible for leading and maintaining the securities function for the Company. The successful candidate will be expected to have a deep understanding of federal securities laws and corporate governance matters, including best practices and procedures. S/he will have strong grasp of the Board function, the interplay between the Board and senior management, as well as the necessary tasks to be accomplished to ensure a best-in-class governance function. This person will also manage a team of professionals, including lawyer(s) and legal associate(s).
The Deputy General Counsel & Assistant Corporate Secretary will have the following responsibilities:
- In coordination with the General Counsel, lead and manage the securities and corporate governance law function for the company, which has accountability for providing legal advice and services for all securities law and corporate governance.
- Manage and oversee the development, implementation and maintenance of various corporate governance practices and policies; have accountability for oversight of the corporate secretarial functions for the company and its subsidiaries, including preparation of Board of Directors and Committee meeting materials, agendas, minutes, notices, etc.; and oversee all subsidiary corporate governance.
- Serve as Assistant Secretary to the Board of Directors with responsibility for assisting to plan the agenda for Board meetings, ensuring that proper corporate governance is followed at Board Meetings, preparing minutes of Board Meetings, maintaining corporate books and records, and overseeing corporate governance issues. Provide direct support to the committees of the Board of Directors as assigned.
- Provide day-to-day advice and support with respect to all securities matters, including ’33 and ’34 Act compliance.
- Ensure compliance with SEC rules and regulations and listed company exchange requirements, including drafting and/or reviewing periodic filings such as 10-Ks, 10-Qs, proxy statements, Section 16 filings (Forms 3, 4 and 5), and registration statements;
- Keep abreast of proposed and existing legislation and regulations, and coordinate compliance with the Sarbanes-Oxley Act as well as NYSE corporate governance rules and listing requirements.
- Work with the General Counsel, to advise senior executives on all aspects of internal corporate governance and the Corporate Secretary function, e.g.:
- Coordinate with and assist with the development, implementation, and maintenance of various corporate governance best practices and policies;
- Advise on a variety of matters relating to the Board’s roles and responsibilities;
- Prepare meeting agendas, ensuring accuracy, consistency, and simplicity;
- Oversee the coordination and communication of other logistics such as meeting location, travel, other events, and expenses;
- Draft, distribute, and maintain minutes of meetings; and
- Facilitate the orientation of new Directors and assist in Director training and development.
- Regularly interact with and advise senior executive and corporate functions such as investor relations, finance, treasury, accounting, and corporate communications.
Qualifications and Skills
This position requires an exceptionally accomplished attorney with a distinguished professional record and a strong business orientation. Personal and professional ‘fit’ within Elanco’s culture is of paramount importance. Candidates must be self-motivated and exhibit a passion for understanding the business and contributing in a meaningful way to its strategy and long term strategic goals. In addition to possessing the requisite legal and technical skills, the successful candidate must approach this role from an experienced business perspective and demonstrate a high degree of ethics and integrity, as well as strategic/conceptual thinking capabilities.
- J.D. from an accredited law school and qualified to practice law in Indiana or the ability to be admitted in six (6) months. In good standing in all jurisdictions to which a candidate has been admitted.
- At least 10+ years in corporate and securities related positions.
- A combination of in-house experience at a public company and in private practice is preferred. Exceptional law firm candidates will be considered.
- Experience as a Corporate Secretary or Assistant Corporate Secretary is strongly preferred.
- Experience working in the healthcare industry, particularly in pharmaceuticals, is a clear advantage.
- Extensive knowledge and expertise in federal securities law and corporate governance, e.g. Sarbanes-Oxley and NYSE-listing standards.
- Significant experience with corporate board operations, including supporting preparation of materials for board and/or committee meetings, agendas, minutes, etc., as well as maintaining a deep understanding of governance best practices.
- A bias towards action with a proactive nature and the ability to see around corners.
- A demonstrated commitment to Diversity & Inclusion and a strong track record of promoting and supporting D&I efforts within an organization.
- Significant ability to organize priorities and manage numerous projects simultaneously under deadline pressure.
- Superior intellect, with the ability to think critically and make clear and well-reasoned decisions; ability to see and handle more than the legal issues of a project; strong, pragmatic business acumen with the ability to recognize the broader consequences of legal advice; a strategic and innovative thinker who can bring value to his or her clients and find creative solutions to complex legal problems.
- Exceptional interpersonal skills and the ability to communicate (both orally and in written form) effectively with senior business leaders and other professionals and colleagues at all levels of an organization while utilizing excellent business and legal judgment in complex situations.
- Must be a team player and have the ability to build rapport with a diverse range of business and legal partners.
- Unquestioned integrity, credibility and judgment.
- Quick study, able to spot issues quickly, handle complex matters, with multiple initiatives going on simultaneously.
Elanco is an EEO/Affirmative Action Employer and does not discriminate on the basis of age, race, color, religion, gender, sexual orientation, gender identity, gender expression, national origin, protected veteran status, disability or any other legally protected status