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Counsel II, Governance and Securities Job

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Date: Apr 20, 2021

Location: Marlborough, MA, US, 01752

Company: Boston Scientific

Additional Locations: US-MA-Boston


Diversity - Innovation - Caring - Global Collaboration - Winning Spirit - Caring - High Performance

At Boston Scientific, we’ll give you the opportunity to harness all that’s within you by working in teams of diverse and high-performing employees, tackling some of the most important health industry challenges. With access to the latest tools, information and training, we’ll help you in advancing your skills and career. Here, you’ll be supported in progressing – whatever your ambitions.


Key Member of SEC/Governance Team – Works closely with Vice President and Chief Corporate Counsel and other members of the Securities & Corporate Governance team and/or other team members with respect to:


Primary role - providing support for (i) corporate governance matters with respect to the Board of Directors and/or its Committees (the Board), including process and policy development and implementation; Board material review/preparation; meeting organization, preparation and execution; and compliance with related corporate law, securities law and NYSE listing requirements; (ii) drafting and reviewing SEC filings, and other internal communications and external disclosures; (iii) support for internal partners, including with respect to executive compensation and equity plan matters, investor relations matters, and corporate communications.


Secondary role – providing support for general corporate and securities law matters and projects; supporting corporate financing transactions. 


Key Responsibilities
In line with primary and secondary roles, as applicable, work closely with the Vice President and Chief Corporate Counsel and other members of the Securities & Corporate Governance team and/or other team members (in coordination with other subject matter experts) with respect to:


Corporate Governance

  • Supporting the Corporate Secretary and the Board on matters of corporate governance process and policy.
  • Organizing, preparing and executing Board meetings, including coordinating with senior management to ensure that appropriate matters are included in meeting agendas and reviewing and/or developing materials for Board books.
  • Attending Board and Committee meetings, preparing minutes and overseeing the maintenance of Board books, corporate minutes/records and certain director and officer agreements.
  • Interfacing with senior management, the Board, institutional investors, individual stockholders, proxy advisors and consultants on corporate governance, executive compensation, and other environmental, social, and governance issues.
  • Facilitating director orientation and, as appropriate, continuing education and training programs.


Executive Compensation

  • Assisting in the support of Human Resources Department with respect to the content, adoption and implementation of certain policies and procedures, executive compensation and equity plan matters, including drafting and/or reviewing executive compensation and equity plan related documents.


Securities Law

  • Drafting and/or reviewing company filings with the SEC and the NYSE, including Forms 10-K and 10-Q, 8-Ks, proxy statements and registration statements as well as annual Performance Report.
  • Participating on Disclosure Committee, to make materiality judgments and disclosure determinations. 



  • Ensuring company compliance with general corporate law, corporate governance, executive compensation, equity plan and securities law related rules, regulations requirements, the Dodd Frank and Sarbanes Oxley Acts, NYSE requirements and general corporate law.
  • Monitoring new and developing corporate governance, executive compensation, equity plan and securities law related rules, regulations and requirements, trends and best practices; briefs senior management and the Board on same, as appropriate.
  • Analyzing, drafting, reviewing and negotiating corporate agreements and complex contracts in support of the Corporate Legal Group more broadly, as appropriate.


Minimum Qualifications: 

  • Juris Doctor.
  •  Five to eight years of general corporate and public company governance and securities law experience at a top law firm and/or at a public company.
  •  Excellent attention to detail, legal research and writing, communication and project management skills.
  •  Process oriented, able to multi-task, team player and ability to work independently with limited oversight.  
  • Good judgment, keen diplomacy and strong interpersonal skills. 


Requisition ID: 479509

As a leader in medical science for more than 40 years, we are committed to solving the challenges that matter most – united by a deep caring for human life. Our mission to advance science for life is about transforming lives through innovative medical solutions that improve patient lives, create value for our customers, and support our employees and the communities in which we operate. Now more than ever, we have a responsibility to apply those values to everything we do – as a global business and as a global corporate citizen.

So, choosing a career with Boston Scientific (NYSE: BSX) isn’t just business, it’s personal. And if you’re a natural problem-solver with the imagination, determination, and spirit to make a meaningful difference to people worldwide, we encourage you to apply and look forward to connecting with you!


At Boston Scientific, we recognize that nurturing a diverse and inclusive workplace helps us be more innovative and it is important in our work of advancing science for life and improving patient health. That is why we stand for inclusion, equality, and opportunity for all. By embracing the richness of our unique backgrounds and perspectives, we create a better, more rewarding place for our employees to work and reflect the patients, customers, and communities we serve. Boston Scientific is proud to be an equal opportunity and affirmative action employer.


Boston Scientific maintains a drug-free workplace. Pursuant to Va. Code § 2.2-4312 (2000), Boston Scientific is providing notification that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and that violations will result in disciplinary action up to and including termination.

Nearest Major Market: Boston

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