Assistant General Counsel – Securities & Corporate Governance – Morristown, NJ

As the Assistant General Counsel-Securities & Corporate Governance within the Office of the Corporate Secretary, you will help support all aspects of Valley National Bancorp’s public company obligations and provide a broad range of legal advice and guidance to the enterprise on periodic reporting, governance, transactional, financing, executive compensation, and stock administration matters. This role will report directly to the Deputy General Counsel & Corporate Secretary.

You will work in a dynamic, fast-paced, client-facing environment and will have the opportunity to partner closely with colleagues in finance, investor relations, internal audit, compliance, and risk while forming part of a collaborative legal department. The role includes interaction with various executive-level internal clients and offers significant opportunities for learning and professional development.

The role can be based in NY, NJ, FL, AL or IL.

Principal Responsibilities:

• Provide legal support and partner with cross functional teams on a wide range of corporate and securities law compliance matters, including but not limited to support in connection with the preparation and filing of SEC reports (Forms 10-K/Q, 8-K, Section 16, registration statements, etc.) and proxy statements, shareholder proposals, shareholder engagement, executive compensation disclosures, and other regulatory compliance matters.
• Assist in reviewing earnings and other press releases, investor presentations, internal communications and other announcements to ensure accurate and timely disclosures to investors, regulatory bodies, and the public.
• Support the Deputy General Counsel and Corporate Secretary in organizing and scheduling shareholder and Board and Committee meetings, preparing and drafting meeting materials and resolutions, managing Board/committee communications, maintaining corporate minutes and records, and overseeing the onboarding and training of directors.
• Oversee entity management and maintain legal entity management database, ensuring compliance with legal requirements and corporate governance.
• Assist with transactional matters, such as mergers and acquisitions, debt and equity financings, etc.
• Supervise the work of legal staff in the corporate secretarial function.

Other Responsibilities:

• Provide advice and counsel on a wide range of legal and business matters related to securities regulation, corporate governance, and broader corporate law matters.
• Monitor changes in legal requirements and best practices for public company corporate governance and help ensure policies and procedures are in place to address such changes.
• Serve as a partner to Valley’s sustainability team, including sustainability communications and reporting, integration of sustainability information in Valley’s securities reporting and disclosures, and stakeholder engagement.
• Assist with the administration of Board, Committee, and Director evaluation processes and support any changes to Board policy or processes resulting from the evaluations.

Knowledge, Skills & Abilities:

• Comprehensive knowledge of SEC rules and regulations, Sarbanes-Oxley, listing exchange requirements, corporate governance principles, practices, and regulations, including expectations of institutional investors and proxy advisory firms.
• Significant experience with coordination and timely filing of disclosure documentation with the SEC and listing exchanges, as well as the ability to draft and edit effective disclosure filings, corporate governance documents, and communications.
• Ability to navigate a fast-paced environment and work collaboratively with members of executive and senior management, the legal team, and other colleagues.
• Ability to handle multiple projects, priorities, and stakeholders efficiently and effectively.
• Impeccable attention to detail, unwavering commitment to excellence, and the highest standards of integrity.
• A “roll-up the sleeves” approach and a “can do” problem solving style.

Minimum Requirements:

Required: Law degree and active state bar membership in good standing required. 5 years of relevant corporate and securities experience at a law firm and/or in-house experience in a corporate or securities compliance function at a public company.

Preferred: Experience in supporting corporate secretary functions for a publicly traded company and maintaining corporate records, preparing board materials, and managing board communications is preferred but not required.

• Provide subject matter expertise, guidance and support to assigned clients in lines of business or functional areas.
• Monitor changes in laws relevant to clients and assist them in understanding the implications for their areas.
• Collaborate with business partners to address the legal requirements for policies, procedures, and documentation.
• Prepare and update templates, checklists, correspondence, bank forms and agreements. Review proposed changes and documentation prepared by clients.
• Negotiate with third parties as needed.
• Support strategic initiatives and new products and services for the bank.

• Comprehensive knowledge of and experience with federal, state, and local laws and regulations.
• Ability to handle multiple projects, priorities, and stakeholders efficiently and effectively.
• Ability to work collaboratively with members of executive and senior management, the legal team, and other colleagues.
• Excellent verbal and written communication and document drafting skills.
• Impeccable attention to detail in applying principles of legal and logical thinking to a wide variety of intellectual and practical problems.
• Superior skill to read analyze and interpret complex documents, laws and regulations.

• J.D. degree from an accredited law school, with a minimum of 5 years of applicable hands-on experience.

• A combination of experience gained through law firm practice and in-house counsel work in a financial services organization.