Senior Securities Counsel
16 hours ago
New York
TeraWulf Inc. (Nasdaq: WULF) is seeking an experienced Senior Securities Counsel to join its Legal & Compliance team. Reporting directly to the Chief Legal Officer, this role serves as a key advisor on all matters relating to securities law, public company compliance, corporate governance, and capital markets transactions. The Senior Securities Counsel will play an integral role in supporting the corporate secretary function and ensuring the Company meets its obligations as a Nasdaq-listed public company. Key Responsibilities Securities Law & Capital Markets • Advise on compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, and applicable SEC rules and regulations., • Prepare, review, and coordinate filing of all SEC periodic and current reports, including Forms 10-K, 10-Q, 8-K, DEF 14A, and related exhibits., • Draft and review disclosure documents, press releases, earnings scripts, and investor presentations to ensure compliance with Regulation FD and applicable disclosure obligations., • Counsel on insider trading policies, pre-clearance procedures, and Section 16 reporting obligations (Forms 3, 4, and 5); coordinate timely EDGAR filings., • Support equity and debt capital markets transactions, including public offerings, registered direct offerings, ATM programs, and private placements; work with underwriters and outside counsel as needed., • Monitor developments in securities laws, SEC regulations, and Nasdaq listing standards and inform the Chief Legal Officer accordingly. Corporate Governance • Draft and maintain corporate governance documents, including committee charters, codes of conduct, corporate governance guidelines, and related policies., • Assist with annual and special shareholder meetings, including drafting proxy statements (DEF 14A), coordinating solicitation activities, and advising on shareholder proposals., • Monitor and advise on compliance with Nasdaq listing requirements, including rules relating to board composition, audit committee requirements, and shareholder approval obligations. Corporate Secretary Function • Support the corporate secretary function, including planning and administering Board and committee meetings, preparing agendas, and coordinating the timely distribution of board materials., • Draft and maintain minutes of Board of Directors and committee meetings; maintain minute books and corporate records., • Manage the Company’s subsidiary governance structure, including maintenance of organizational documents, officer elections, and intercompany agreements., • Coordinate director onboarding, annual director questionnaires, and D&O insurance renewals., • Maintain and update the Company’s policies and procedures relating to securities trading, disclosure controls, and related governance matters. General Legal & Compliance Support • Provide general securities and corporate law advice to business units, finance, investor relations, and human resources as needed., • Assist with the review and negotiation of commercial agreements, NDAs, and other contracts with a securities or governance dimension., • Support internal investigations and regulatory inquiries in coordination with the Chief Legal Officer and outside counsel., • Perform other duties as assigned by the Chief Legal Officer. Qualifications Required • Juris Doctor (J.D.) from an ABA-accredited law school., • Admitted to practice law in the State of New York and currently in good standing with the New York State Bar., • Minimum of 6–8 years of relevant legal experience, with substantial experience in securities law and public company representation gained at a top-tier law firm and/or as in-house counsel at a Nasdaq- or NYSE-listed company., • Deep working knowledge of the Securities Act of 1933, the Securities Exchange Act of 1934, SEC rules and regulations, and Nasdaq listing standards., • Demonstrated experience with SEC periodic reporting (10-K, 10-Q, 8-K), proxy statements, and Section 16 compliance., • Experience supporting Board of Directors and committee processes, including drafting board minutes and materials., • Strong drafting, analytical, and organizational skills with exceptional attention to detail., • Ability to work independently, manage multiple priorities under tight deadlines, and exercise sound legal judgment., • High degree of professionalism, discretion, and integrity in handling confidential matters. Preferred • Experience in the energy, infrastructure, digital assets, or technology sectors., • Familiarity with equity compensation plans, EDGAR filing systems, Workiva and proxy advisory firms (e.g., ISS, Glass Lewis)., • Experience advising on Regulation FD compliance and investor relations matters., • Prior experience serving as, or directly supporting, a corporate secretary., • Comfort working in a lean legal department with broad responsibility. Compensation: (Depending on Experience) $175,000 Terawulf an Equal Opportunity Employer, drug free workplace, and complies with ADA regulations as applicable. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, gender identity or expression, sexual orientation, national origin, age, disability, genetic information, veteran status, marital status, or any other characteristic protected by applicable federal, state, or local law. We encourage applicants from all backgrounds to apply.