As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2023 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,000 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets.

The Legal Counsel - Securities & Corporate Governance will report to the Assistant General Counsel – Corporate and Securities and will support on public company matters, including SEC filings and other public disclosures, corporate governance, board and shareholder items, and securities law compliance matters in addition to other responsibilities. This attorney will also manage H.B. Fuller’s subsidiaries on a global scale, including drafting of resolutions, board minutes, officer and director appointments.   

The successful candidate will be capable of collaborating with various legal and business stakeholders and assisting with the day-to-day matters relating to H.B. Fuller’s public company disclosure and corporate governance matters. This will include assisting with the Company’s SEC filings (proxy statements, 8-Ks, 10-Ks, 10-Qs, Section 16 filings).

This role will work closely with finance, tax, and treasury teams to manage the company’s subsidiaries on a global level, including maintaining books and records, implementing and adhering to systems and procedures for good corporate governance, and managing subsidiary mergers, dissolutions, director and officer changes, etc. In addition, the position will deal directly with third parties, such as vendors, suppliers and consultants while representing H.B. Fuller’s interests.

Primary Responsibilities

Public Company Reporting

• Advise on public company matters, including preparation and review of SEC filings (proxy statements, 8-Ks, 10-Ks, 10-Qs, Form 4s, Form SD) and other public disclosures, corporate governance, board and shareholder items, and securities law compliance matters

• Provide substantive legal advice on securities law compliance matters, investor relations matters and presentations, press releases, SEC and NYSE requirements, and corporate governance best practices

• Participate in and handle various corporate governance activities and assist with preparation of board and committee materials

• Collaborate within the department and across business and corporate functions to address legal issues, assess risk and provide advice to protect the company

• Assist with the preparation and planning for the annual shareholder meeting and other shareholder engagements

• Provide project management for projects related to this area Subsidiary Management and Corporate Governance

Subsidiary Management and Corporate Governance

• Corporate subsidiary management and governance on a global scale

• Prepare resolutions, minutes, director and officer changes, subsidiary merger documentation, and similar governance documents

• Maintain minute books and related records and manage entity good standing

• Assistance with parent company corporate governance matters, including preparation and review of board and committee meeting materials, monitoring corporate governance trends, and assessing existing processes for areas of improvement

• Review and advise on various transactional matters, including commercial contracts and matters related to corporate functions including tax and treasury matters

• Develop and present training on various matters to internal clients

Minimum Requirements

• Doctor of Jurisprudence (JD) from an accredited law school; strong academic credentials

• 5+ years of experience in drafting and reviewing public company SEC filings, preferably in a law firm and/or public multinational corporate setting

• Admitted to practice law in Minnesota or eligible for admission

• Detailed understanding of public company disclosure and reporting requirements

• Knowledge of corporate governance standards and trends

• Experience in or interest in learning global subsidiary management and governance

• Experience working with financial printers and vendors on SEC filings

• Willingness to travel domestically and internationally -

• Excellent legal and business judgment skills

• Excellence in resourceful problem solving, detailed analysis, and resolution of complex problems

• Excellent verbal and written communication and interpersonal skills; experience and comfort working with and advising business internal clients directly

• Highly responsive with a service-oriented attitude

• Ability to successfully lead process improvement initiatives around our approach to global subsidiary management that drive efficiencies impacting the legal team and the organization

• Proactive in pursuit of continuous improvement, learning new skills, and addressing clients’ business needs with practical solutions

• Highly organized and process-oriented

• Ability to work under pressure, prioritize, and manage workloads to meet deadlines in a challenging and fast-paced environment

• Flexibility to assist the legal department in its activities and its mission as needs arise

This position is not eligible for work visa sponsorship. Applicants must have U.S. work authorization that does not now or in the future require H.B. Fuller sponsorship of a work visa to work for H.B. Fuller.

Pay is based on several factors including but not limited to education, work experience, certifications, and geographic location.

In addition to your salary, H.B. Fuller offers employees a competitive total rewards package including comprehensive benefits, incentive and recognitions programs, health & wellness benefits, 401K contributions, paid time off and paid holidays. Eligibility may vary.

H.B. Fuller is an Equal Employment Opportunity employer and proud to have created a collaborative culture where employees around the world are seen, heard, and respected. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, disability, or marital status or status as a protected veteran, or any other legally protected classification.

H.B. Fuller does not accept unsolicited resumes from recruiters, employment agencies, or staffing firms. To conduct business with H.B. Fuller, a written service agreement must be executed by Human Resources prior to submitting any information relating to a potential candidate. Without a signed service agreement, H.B. Fuller shall not be obligated for payment of any fee or compensation.