Job Abstract

Senior Counsel, Securities and Treasury

The Senior Counsel, Securities and Treasury will provide strategic legal guidance on securities law obligations, shareholder engagement strategies, enterprise financing, corporate responsibility reporting, insider trading, executive compensation disclosure matters, and governance 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, proxy statements 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.
• Lead drafting of sections of proxy statement and annual meeting materials.
• Provide strategic advice regarding policies of proxy advisory firms, institutional investors. and other corporate governance and ESG rating agencies, while identifying trends and developments in support of shareholder engagement initiatives.
• 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 internationally and domestically.
• Effectively matrix within the legal department and with critical business partners outside of the legal department including corporate development/business development, treasury, compliance, privacy, information technology and operations.
• Share knowledge and skills in areas of subject matter expertise with other Cigna legal counsel, including Cigna legal counsel based internationally, 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.

Qualifications: 

• J.D. from accredited law school/Bar membership required.
• Looking for someone who has 8 plus years of experience.
• At least 5 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.
• Must be willing to travel internationally and domestically, often on short notice and sometimes for extended time, depending on the requirements of a strategic transaction.
• 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.
• This role requires someone to be located in the Philadelphia office 50% of the time.

About The Cigna Group

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.