Legal Counsel - Corporate Governance, Securities, M&A

Change the world. Love your job.

Texas Instruments is a leading U.S. based multinational semiconductor company with ~30,000 employees worldwide and operations spanning across North America, Asia-Pacific, and EMEA. We are seeking a highly motivated, proactive and business oriented Legal Counsel to join our worldwide Corporate Governance, Securities, M&A legal team.

Based in Dallas, this role will provide expert legal counsel on matters relating to securities regulation, publiccompany compliance, and corporate governance. This attorney will ensure that the company's securities disclosures, filings, and governance practices meet U.S. and applicable international requirements. The candidate will be expected to effectively obtain and manage outside counsel expertise. This role also requires building and effectively maintaining knowledge databases for increased automation/digitization, chat bot and AI tool utilization. The legal counsel will work closely with senior leadership and law department leadership and collaborate with external counsel on complex and nuanced issues.

Key Responsibilities:

• Draft, review, and advise on periodic SEC reports (Forms 10K, 10Q, 8K, 20F, etc.), proxy statements, annual reports, and other shareholder communications.
• Anticipate regulatory changes and advise on advocacy opportunities; align legal advice with corporate objectives
• Facilitate well informed and legally sound Board decision-making and compliance with governance best practices and fiduciary duties.
• Maintain corporate records, minute books, and statutory filings.
• Implement and monitor the securities compliance program (Rule10b5, insidertrading policies).
• Manage ww entity corporate governance.
• Advise on earnings guidance, analyst briefings, and shareholder activism responses.

Minimum Requirements

• Law degree from a recognized institution and licensed to practice in Texas (or will be licensed in Texas within 1 year from start date).
• Minimum 4 years of experience in U.S. securities law compliance, preferably with a top-tier law firm and/or in-house legal department of a multinational public company.
• Understanding of the Securities Exchange Act of 1934, SarbanesOxley Act, DoddFrank Act, and related SEC rules (RegSK, RegSX, RegFD). Familiarity with FINRA, NASDAQ listing standards, and insidertrading policies.

Preferred Qualifications

• Collaborative and pragmatic approach.
• Experience supporting manufacturing, semiconductor, or industrial operations preferred.
• Excellent drafting abilities with attention to detail; strong analytical and riskassessment mindset; ability to translate complex legal concepts into clear business guidance; highlevel interpersonal skills for interaction with senior executives and board members.
• Proficiency with efiling platforms (EDGAR) and governance software (e.g., Diligent) is a plus.
• Possess excellent interpersonal skills, communication skills, and judgment to advise effectively at all high levels in the organization.
• Be a team player willing to provide cross-functional support within the team and cover for other team members.
• Be a self-starter, able to exercise initiative and judgment to work effectively with minimal supervision.
• Possess strong project management skills, able to manage multiple matters in parallel, to formulate and execute clear, step-by-step plans, and to choreograph a constellation of moving parts to achieve a unified result.
• Be a problem solver, understanding the purpose and objective of any delegated activity to formulate solutions or alternatives to obstacles encountered along the way.

Minimum Requirements

• Law degree from a recognized institution and licensed to practice in Texas (or will be licensed in Texas within 1 year from start date).
• Minimum 4 years of experience in U.S. securities law compliance, preferably with a top-tier law firm and/or in-house legal department of a multinational public company.
• Understanding of the Securities Exchange Act of 1934, SarbanesOxley Act, DoddFrank Act, and related SEC rules (RegSK, RegSX, RegFD). Familiarity with FINRA, NASDAQ listing standards, and insidertrading policies.

Preferred Qualifications

• Collaborative and pragmatic approach.
• Experience supporting manufacturing, semiconductor, or industrial operations preferred.
• Excellent drafting abilities with attention to detail; strong analytical and riskassessment mindset; ability to translate complex legal concepts into clear business guidance; highlevel interpersonal skills for interaction with senior executives and board members.
• Proficiency with efiling platforms (EDGAR) and governance software (e.g., Diligent) is a plus.
• Possess excellent interpersonal skills, communication skills, and judgment to advise effectively at all high levels in the organization.
• Be a team player willing to provide cross-functional support within the team and cover for other team members.
• Be a self-starter, able to exercise initiative and judgment to work effectively with minimal supervision.
• Possess strong project management skills, able to manage multiple matters in parallel, to formulate and execute clear, step-by-step plans, and to choreograph a constellation of moving parts to achieve a unified result.
• Be a problem solver, understanding the purpose and objective of any delegated activity to formulate solutions or alternatives to obstacles encountered along the way.