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Salary: CAD 160,000 - 190,000 / annual
Xanadu is building quantum computers to solve some of the world's most challenging problems. This Corporate Counsel role reports directly to the Chief Legal Officer & Corporate Secretary and is central to the company's corporate governance, securities compliance, and board administration as a dual-listed entity on the TSX and NASDAQ.
Key responsibilities include:
Securities & Capital Markets Compliance: Prepare, review, and file continuous disclosure documents under cross-border frameworks (AIF, Form 20-F/10-K, Management Information Circulars, Proxy Statements, MD&A, quarterly reports, press releases). Monitor TSX and NASDAQ compliance, draft and file insider reports (SEDAR+, SEDI, EDGAR), oversee insider trading policies and blackouts, and support capital markets transactions including offerings, shelf prospectuses, NCIBs, and debt financings.
Corporate Governance & Board Administration: Organize and prepare materials for Board and Committee meetings (Audit, Compensation, Governance). Draft resolutions, agendas, minutes, and corporate records. Lead planning and execution of the Annual General Meeting. Track corporate governance trends, proxy advisory firm guidelines (ISS, Glass Lewis), and ESG disclosure practices.
Subsidiary Governance & Entity Management: Oversee entity management and statutory compliance for global subsidiaries. Draft corporate reorganizations, subsidiary formations, dissolutions, director/officer appointments, and annual filings. Manage intercompany resolutions, dividends, capital injections, and corporate maintenance approvals with Finance, Tax, and Treasury teams.
Regulatory, Policy & Compliance Management: Maintain and update corporate policies (Code of Conduct, Disclosure, Whistleblower, Anti-Bribery & Corruption). Assist with risk management frameworks, legal compliance programs, and internal governance audits. Manage relationships with external counsel, transfer agents, and regulatory authorities.
Requirements:
- Juris Doctor (J.D.) or Bachelor of Laws (LL.B.) from an accredited law school
- Active member in good standing with a Law Society in Canada (e.g., LSO, LSBC) or a U.S. State Bar
- 3–7 years of post-call experience in corporate law, securities, and corporate governance
- Deep expertise in either Canadian securities laws (NI 51-102, NI 52-109, TSX rules) or U.S. public company regulations (SEC rules, Exchange Act, NASDAQ rules)
- Practical experience with regulatory electronic filing platforms (SEDAR+, SEDI, or EDGAR)
- Exceptional written and verbal communication, high attention to detail, discretion, diplomacy, and strong organizational skills
Preferred Qualifications:
- Experience at a reputable law firm and/or in-house legal department of a publicly traded company
- Cross-border experience spanning both Canadian and U.S. public company compliance
