Hi everyone! Wanted to poll the group—does anyone do corporate secretarial and corporate governance work for a public company (proxy statements, annual meetings, SEC filings, etc)? If so, do you enjoy the work? And, is it the kind of work that a corporate lawyer could pick up if they’ve never dealt with public company / SEC requirements before (but does have DE corporate experience)? Thank you!!

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I’m a public company CLO (F500, corporate legal team of three lawyers plus two senior paralegals - total team ~120 - I was previously a corporate AGC in a F50) you can absolutely pick up the day to day compliance and secretarial requirements if you have corporate experience in DE - you’ll use external counsel for complicated/stuff you don’t do every day anyway - as you should- the risks of getting it wrong isn’t worth it and any mature board will likely require it.

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Thank you so much! This is great to hear.

I actually enjoyed that work -although quite frankly people don’t appreciate how important it is. For smaller companies it is most routine and often outsourced. Large companies do it in house and involves a lot of collaboration and teamwork and a lots of drafting and meetings. When we actually had real shareholders meetings, it was quite fun. I like it because you get to get a bird’s eye view of the business.
You can pick up this area but you will need to know the SEC rules/regulations, (DE) corporate law as well as the exchange rules. Knowledge of accounting helps too. It would definitely help to learn from a senior attorney in this area as there are a lot of nuances that just comes from experience (as in any other area of the law)

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This is super helpful, thank you!!

I wear the Corporate Secretary hat at my public company. I enjoy it but it makes up perhaps 15-20% of my job. A lot of the technical work (e.g., reviewing SEC regs, first drafts of the proxy) is handled by our corporate relationship firm. A lot of firms offer routine SEC/governance work for a flat fee as a loss leader.

I personally am more of a technology counsel type and probably wouldn’t enjoy a role solely devoted to being a Corporate Secretary. FWIW.

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Thank you so much!!!

Having worked at public and private companies… I will never go back to a public company.

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