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Counsel- Securities, Treasury and Subsidiary Governance

Cigna
Posted Jun 03
Full Time
HybridPhiladelphia, Pennsylvania

The Counsel, Securities, Treasury and Subsidiary Governance will provide strategic legal guidance on securities law obligations, , enterprise financing, corporate responsibility reporting, insider trading, including share repurchase, and executive compensation disclosure matters.

The role requires the individual to:

  • Be adept at coordinating and working in concert with other subject matter experts involved in a transaction; conduct legal due diligence; draft and review various types of transaction documents and work with business partners on general problem solving.
  • Work effectively with and manage outside counsel.
  • Work well across time zones and in a matrixed environment.  Anticipate legal and deal issues, and design and execute strategies to mitigate risk and achieve superior value.

Responsibilities, include but are not limited to:

  • Review and file SEC reports including, but not limited to, Forms 10-K, 10-Q, 8-K, Section 16 filings, and registration statements. 
  • Provide strategic advice on general securities matters, including Regulation FD and Regulation G, and NYSE compliance.
  • Provide strategic advice on public disclosures, including press releases, investor relations presentations, the corporate website and other external communications.
  • Key member of legal team supporting for capital market transactions, including through the drafting and review of transaction agreements and leading due diligence process.
  • Strategic support for general treasury matters.
  • Draft, review and negotiate transaction agreements and documents working closely with legal subject matter experts and with internal business clients.
  • Negotiate resolutions to disputed matters consistent with Cigna's objectives.
  • Maintain and update a set of approved contract templates for use.
  • Effectively matrix within the legal department and with critical business partners outside of the legal department including finance, treasury, compliance, privacy, information technology and operations.
  • Share knowledge and skills in areas of subject matter expertise with other Cigna legal counsel in keeping with the legal department’s collegial atmosphere.
  • Work closely with financial and regulatory staff identifying critical transactional issues, risks or impediments.
  • Maintain good corporate governance in respect of transactions.
  • Support the Office of the Corporate Secretary subsidiary team by:
    • Providing strategic advice on subsidiary corporate governance matters, including under Delaware corporate law
    • Supporting the oversight of subsidiary corporate governance and entity management of certain of Cigna’s domestic and international subsidiaries
    • Handling of complex ad hoc questions and providing key guidance on subsidiary governance legal/ risk advisory questions
    • Development and implementation of standard template documents, including bylaws, day one consents and other material resolutions and corporate governance processes and procedures
    • Providing strategic advice to business partners and legal subject matter experts on organizational structure questions and support for domestic and international strategic transactions
  • Support of the Office of Corporate Secretary parent team as needed, including by drafting sections of the proxy statement or annual meeting materials

Qualifications: 

  • J.D. from accredited law school/Bar membership required.
  • Looking for someone who has 3-5 plus years of experience.
  • At least 3 years’ experience in an in-house legal department of a publicly traded company or in a law firm corporate practice.  
  • Broad knowledge of federal securities laws under the Securities Act of 1933 and Securities Exchange Act of 1934 and NYSE rules.
  • Broad knowledge of the regulatory and governance environment affecting public companies.
  • Experience in advising management on public company matters.
  • Strong analytical, written and oral communication skills.
  • Interpersonal skills to develop and manage relationships with clients at all levels.
  • Ability to identify issues and propose actionable legal and business solutions.
  • Track record of project and process management.
  • Strong work ethic with effective time-management skills and ability to manage competing priorities.
  • Demonstrated good judgment and attention to detail.
  • Demonstrated track record in establishing client confidence and personal credibility.
  • Ability to prioritize, multi-task, and manage projects in an efficient manner.
  • Proven ability to identify and mitigate legal and business risks in strategic transactions.
  • Ability and desire to learn new subject areas and willingness take on new responsibilities.
  • *Hybrid role- this role is in office 50% of the time.

If you will be working at home occasionally or permanently, the internet connection must be obtained through a cable broadband or fiber optic internet service provider with speeds of at least 10Mbps download/5Mbps upload.

About The Cigna Group

Doing something meaningful starts with a simple decision, a commitment to changing lives. At The Cigna Group, we’re dedicated to improving the health and vitality of those we serve. Through our divisions Cigna Healthcare and Evernorth Health Services, we are committed to enhancing the lives of our clients, customers and patients. Join us in driving growth and improving lives.

Qualified applicants will be considered without regard to race, color, age, disability, sex, childbirth (including pregnancy) or related medical conditions including but not limited to lactation, sexual orientation, gender identity or expression, veteran or military status, religion, national origin, ancestry, marital or familial status, genetic information, status with regard to public assistance, citizenship status or any other characteristic protected by applicable equal employment opportunity laws.

If you require reasonable accommodation in completing the online application process, please email: SeeYourself@cigna.com for support. Do not email SeeYourself@cigna.com for an update on your application or to provide your resume as you will not receive a response.

The Cigna Group has a tobacco-free policy and reserves the right not to hire tobacco/nicotine users in states where that is legally permissible. Candidates in such states who use tobacco/nicotine will not be considered for employment unless they enter a qualifying smoking cessation program prior to the start of their employment. These states include: Alabama, Alaska, Arizona, Arkansas, Delaware, Florida, Georgia, Hawaii, Idaho, Iowa, Kansas, Maryland, Massachusetts, Michigan, Nebraska, Ohio, Pennsylvania, Texas, Utah, Vermont, and Washington State.