JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.6 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity.
The Legal Department has a number of key operations to meet our obligations to various regulatory oversight and investigative bodies as necessary. This includes obligations to regulatory bodies of legal entities, both domestic and international that regulate our business as well as to civil and criminal investigation authorities or adversarial counsel. Legal is organized by Practice Groups that conform to the organization of the Firm’s lines of business and corporate staff areas. Each Practice Group has a General Counsel who is the Practice Group Head and who reports to the Firm’s General Counsel. This structure provides the means for the Legal teams to communicate legal and regulatory changes to the businesses and staff areas and for the lines of business and staff areas to communicate business developments that have legal or regulatory implications to the Legal teams in a timely manner.
The Office of the Secretary (“OTS”) partners with senior management, control groups, lines of business and corporate units to promote effective governance of the Firm, its branches, subsidiaries and affiliates. It operates through a corporate team and three regional hubs, in New York, Europe and Asia. OTS also works closely with the Firm’s Board of Directors and is responsible for the coordination of Board meetings and materials. OTS has responsibility for the Firm’s proxy statement as well as various other public filings and interfaces regularly with JPMC’s shareholders on governance matters. In addition, members of the practice group are involved in various industry initiatives to consider best practices for the banking industry as a whole.
OTS is seeking an attorney to join the Subsidiary Corporate Governance Team of the Americas. The role supports all matters relating to subsidiary corporate governance legal requirements and processes in the Americas. In addition, the role supports matters relating to the Firm’s simplification and restructuring of legal entities as well as capital actions projects.
The responsibilities include:
Managing the Firm’s subsidiary legal entities from a corporate secretary and governance perspective, including but not limited to: (i) providing advice on corporate governance matters, (ii) conducting subsidiary board meetings, (iii) preparing board and board committee agendas and materials, (iv) drafting a variety of documents such as board and shareholder consents, minutes, etc., and (v) maintaining key records of the legal entities;
Providing legal assistance to internal restructuring and capital action projects, which include but are not limited to: (i) legal entity reorganizations and mergers (parent/sub or affiliate/affiliate), (ii) creation and dissolutions of legal entities, (iii) capital investments into legal entities to support new or existing activities and commitments to make capital contributions, and (iv) dividends and earnings remittances from legal entities all of which are approved via the Firm’s internal approval process;
Assisting with the Firm’s process relating to signing authorities for legal entities, including the appointment of officers and directors, issuing delegations of authority, drafting powers of attorney or other means to obtain signing authority, and the issuance of secretary and incumbency certificates;
Performing corporate governance legal research and analysis of state and federal corporate laws, drafting memoranda, conducting research in minute books and otherwise on legal entity history; and
Providing legal assistance to various departmental projects.
5+ years of legal practicing experience
Familiarity with Delaware and New York corporate law highly preferred
Corporate governance experience highly preferred
Mergers and acquisitions experience highly preferred
Banking or regulatory experience is helpful, but not required
- JD required
Attorney must be licensed to practice law and a member in good standing in the state/ jurisdiction in which the position is based or otherwise in compliance with the in-house counsel registration rules of that state/jurisdiction
All candidates for roles in the Legal department must successfully complete a conflicts of interest clearance review prior to commencement of employment
Required Skills and Qualifications
- Ability to work independently
Superior written and oral communications skills, and excellent interpersonal skills
Experience reviewing, preparing and drafting legal documentation
Ability to work with business and legal colleagues across all levels
Demonstrated ability to approach issues with both a rigorous attention to detail and a big picture strategic focus
Proven record of prioritizing multiple projects simultaneously while meeting deadlines
High level of integrity with strong decision making skills