Corporate Counsel/corporate Secretary

6 months ago

Vancouver, Canada Lithium Americas Full time

Lithium Americas Corp. is a development-stage company with a focus on developing a sustainable, diversified supply of lithium chemicals that underpin the future of energy storage and mobile transportation. We unlock value through safe operation of our sites, understanding the key value drivers and needs of our customers and the communities in which we operate, and taking an innovative and practical approach to the challenges we face. We work closely as an organization and with key stakeholders to deliver solutions.

**Role**

Under the direction and in support of the General Counsel (initially the Vice President, Legal and Regulatory Affairs), the role of Corporate Counsel & Corporate Secretary (collectively Corporate Secretary ) is accountable for coordinating and supporting the activities of the company s Board of Directors, ensuring the integrity of the company s governance framework, and complying with corporate regulatory and statutory requirements in coordination with the office of the CFO and other corporate functions. The Corporate Counsel & Corporate Secretary supports the efficient administration of the Board of Directors, and provides strategic, practical advice to the Board and Committees. The Corporate Secretary also provides for the management of corporate records and equity plan administration and provides day-to-day advice on a broad range of corporate, securities and governance matters to corporate departments.

Upon the separation of the Company into two separate entities, the Corporate Counsel & Corporate Secretary will remain with Lithium Americas (SpinCo) and report to the General Counsel. The role will also provide direct support to the Executive Chairman of the Board to support administration of the Board or Directors.

**Responsibilities**
- Support the efficient administration of the Board of Directors and Board Committees.
- Preparation of board and committee meetings, including coordination of agendas, resolutions, and other materials; administer related software.
- Assist with various aspects of annual shareholders meeting, including coordination of materials, volunteers, and logistics, etc.
- Manage securities compliance and maintenance of NYSE and TSX listings; complete, coordinate and maintain required SEC filings and other notices.
- Support public filings including 43-101 reports, annual meeting and information circulars, AIF, quarterly and annual reporting.
- Support the Disclosure Committee; review public disclosures, forward looking statements, website information etc.
- Manage D&O Questionnaire process, including updating questionnaires, review of completed questionnaires for disclosure issues.
- Assist with related-party transactions.
- Support corporate audit function.
- Maintain corporate data room and corporate records.
- Corporate records maintenance - annual officer, director filings; by-laws; parents and subsidiaries.
- Support budget management and purchasing controls.
- Support corporate investigations.
- Assist with transfer agent and equity plan administration matters; administer insider filings, equity-plan agreements, blackout dates.
- Oversee subsidiary management and coordinate materials for board meetings.
- Responsiveness to client inquiries and provision of accurate and practical legal advice.
- Ability to handle ordinary course matters independently.
- Devote time and resources to keep current on relevant corporate laws, to keep abreast of legal legislative and regulatory issues and anticipate trends and changes.
- Supervise outside counsel, review work product.
- Work collaboratively to support business objectives and corporate governance.
- Achieve a standard of excellence with work processes and outcomes, honoring company policies and regulatory compliance.
- Support for commercial agreements, leases employment contracts, software, etc.
- Other duties as assigned.

**Requirements**:

- A minimum of five years relevant experience required; a combination of law firm and in-house experience with a public company is preferred.
- A law degree from accredited law school and licensed to practice law is required.
- Familiarity with U.S. (SEC) and Canadian reporting and filing requirements.
- Excellent interpersonal skills for working across teams and interacting with management and the board of directors; able to build and maintain good relationships both internally and externally.
- Able to make practical, timely, solution-based decisions, while demonstrating superior judgement.
- Strong verbal and written communication and interpersonal skills including ability to assess implications of proposed actions/arguments and respond appropriately.
- Contract drafting, negotiation and complex legal project management experience.
- Flexible, collaborative mindset and willingness to tackle projects outside of areas of prior experience.
- Be well-organized, self-initiating and able to handle multiple initiatives simultaneously.

EOE

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