Legal Counsel, Corporate Finance; Compliance and Contested Transactions

Position: Legal Counsel, Corporate Finance (Compliance and Contested Transactions)
Overview
The Alberta Securities Commission (ASC) is the industry-funded regulator responsible for administering the province's securities laws. It is entrusted with fostering a fair and efficient capital market in Alberta and with protecting investors. As a member of the Canadian Securities Administrators (CSA), the ASC works to improve, coordinate and harmonize the regulation of Canada's capital markets.

The Corporate Finance division regulates issuers (and their insiders) participating in the Alberta capital market. This involves the development of rules and policy and the administration of them, i.e. reviewing offering documents, continuous disclosure documents, takeover bids and shareholder meeting matters, and insider and control person reporting. We make recommendations respecting discretionary exemptions from securities law and are engaged in oversight of the TSX Venture Exchange.

Specialized teams focus on priority issues such as “all things energy” (including oil and gas reserves/resource disclosure), environmental and governance disclosure, investment funds, M&A activity, and exploring ways to support capital formation and a competitive capital market in Alberta.

The opportunity
Forthcoming amendments to the Securities Act (Alberta) are expected to provide the Corporate Finance division with the ability to quickly adjudicate and issue orders on routine compliance defaults and to grant broader remedial powers to ASC panels in contested transactions including unsolicited mergers and acquisitions and proxy contests. To support these changes, a new Legal Counsel role specializing in the adjudication of compliance matters, supporting staff submissions, and participating in hearings before Commission panels within the Corporate Finance division has been created.

Reporting to the Manager, Legal, this position is well suited for a skilled lawyer with litigation experience or who has a strong interest and aptitude in written and oral advocacy and an interest in capital markets policy. The successful candidate will make a key contribution to the development of the Corporate Finance adjudication framework, engage in complex securities law matters, and hone their research and advocacy skills by participating in working groups and policy committees throughout the organization and nationally.

Key Responsibilities Include

Litigating compliance and enforcement matters within Corporate Finance and representing Staff in adjudications and compliance actions related to defaults.

Collaborating with team members to assess financial disclosure matters, providing guidance on compliance issues, and supporting the preparation of referrals requiring action from the Enforcement division.

Conduct legal analysis and research, reviewing filings and disclosures, and preparing written findings, assessments, and recommended remedial actions or sanctions to address compliance issues.

Engaging with issuers and legal counsel to address compliance deficiencies. This may include preparing and reviewing settlement agreements for routine and uncontested breaches and resolving issues through settlement negotiations.

Actively participating in committees and national working groups to effectively advocate for the interests of Alberta’s capital markets, identify trends, and proposing policy or process improvements.

Handling disputes and exemption applications related to disclosure, prospectus offerings, take-over bids, issuer requirements, proxy contests, and requests for revocations or conditions on prior orders.

Representing Corporate Finance Staff at the complaint and hearing stages, conduct legal analysis, prepare staff submissions, and participating in hearings before Commission panels.

Delivering written memoranda and oral presentations to executive management and Commission Members (Board of Directors) on key legal and policy matters.

The ideal candidate will possess

A law degree and membership in good standing (or eligible for membership) with the Law Society of Alberta.

Ideally a minimum of five years of post-call legal experience in regulatory law, securities law, commercial litigation and/or compliance.

A proficient understanding…