Associate General Counsel and Assistant Secretary
Morningstar, Inc. is seeking a corporate governance and securities attorney with 10+ years of experience to serve – after a transitional period – as our Associate General Counsel and Assistant Corporate Secretary and to manage all of our corporate governance, securities law compliance and related matters. The position will involve interaction with management at the most senior level and with the Board of Directors. The candidate should have extensive experience – either at a law firm or in-house – with public company corporate governance and securities law issues and documentation. M&A experience is a plus, but not required. This role is based in Chicago, IL, and reports to Morningstar’s General Counsel.
• Performing the Corporate Secretary function in preparing Board and Committee schedules, materials, agendas, resolutions, minutes and reports.
• Maintaining corporate governance documents, including Board committee charters, guidelines and policies.
• Assuring good corporate governance and maintenance of corporate books and records for domestic and international subsidiaries.
• Assisting with compliance with Nasdaq listing rules.
• Preparing and overseeing from a legal perspective securities and regulatory filings, including Section 16 filings, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other required filings.
• Preparing proxy materials and overseeing the conduct of the annual meeting of shareholders.
• Monitoring voting guidelines of proxy advisory firms and institutional investors.
• Providing support to the Compensation & Benefits function in managing equity and compensation programs
• Providing support to a broad range of departments and functions, including tax, treasury, finance, M&A, investor relations, communications, and others as needed.
• Supporting the General Counsel and the Board of Directors, as needed; responding to director requests as they arise.
• Monitoring developments and evolving best practices in corporate governance and assisting the Board in implementation, as needed.
• Advising and assisting in systems and process improvements for carrying out all of the above.
• Must be admitted to practice law in the State of Illinois.
• Must have at least ten years’ experience providing public company corporate governance and securities law counsel.
• Proven analytical skills and ability to work with boards of directors and senior management teams.
• Demonstrated ability to work efficiently and independently, prioritize workflow, meet demanding deadlines, and manage multi-faceted projects in a fast-moving environment.