Capital Markets Senior Counsel

Vanguard • Washington, DC

2d • Hybrid

About The Position

The Global Fixed Income Legal team is seeking an experienced securities lawyer to serve as a primary legal advisor to our Fixed Income research, trading, and portfolio management teams. The role covers a broad range of fixed income instruments and markets across the U.S., UK, and Europe. It also works closely with Compliance, Risk, and Operations colleagues.

Requirements

• At least five years of relevant legal experience at a leading law firm and/or in-house. Experience advising investment advisers, asset managers, broker-dealers, banks, or other financial institutions is preferred.
• Juris Doctor (J.D.) degree and active membership in good standing in at least one U.S. state bar. Eligible for admission to the relevant state bar.
• Significant experience advising on the Securities Act of 1933, including registration requirements and exemptions, Rule 144A, Regulation S, and Rule 144.
• Significant experience advising on the Securities Exchange Act of 1934, including antifraud provisions (Section 10(b) and Rule 10b-5), and insider trading and MNPI.
• Demonstrated experience with fixed income instruments and markets, including how debt securities are issued, structured, traded, and settled.
• Familiarity with a broad range of fixed income products, including: investment grade and high yield corporate bonds; U.S. Treasuries, agency debt, sovereign, and supranational debt; emerging markets debt; agency and non-agency mortgage-backed securities (RMBS/CMBS); asset-backed securities (ABS), CLOs, and other structured products and securitizations; bank loans and leveraged loans; and private placements and Rule 144A and Regulation S securities; distressed debt and restructuring situations (i.e., bondholder groups and ad hoc committees).
• Experience with capital markets transactions and fixed income trading and investment activities.
• Strong analytical, drafting and negotiation skills, with the judgment to give practical, commercially minded advice in a fast-paced trading environment.
• Excellent communication and stakeholder management skills, including the ability to explain complex legal issues clearly to traders, portfolio managers, and senior management.

Nice To Haves

• Experience directly supporting fixed income research and trading desks, portfolio managers, or investment management businesses, whether in-house or on secondment.
• Experience advising UCITS funds and other non-U.S. investment vehicles, including eligible asset requirements and investment restrictions, particularly around securitizations.
• Experience advising on cross-border investment and trading matters involving UK and European markets.

Responsibilities

• Advise Fixed Income trading, research, and portfolio management teams on securities law matters under the Securities Act of 1933 and the Securities Exchange Act of 1934, including: public offerings and exempt offerings (Section 4(a)(2), Regulation D, Rule 144A and Regulation S); resale restrictions under Rule 144; and trading restrictions, market abuse, and insider trading.
• Advise on the handling of material nonpublic information (MNPI), information barriers, and wall-crossings, particularly for private-side activity such as private placements, bank loans, distressed debt, creditor committees, and restructurings.
• Review and negotiate offering and transaction documents, including offering memoranda, purchase agreements, indentures, credit agreements, assignment documentation (e.g., LSTA/LMA forms), non-disclosure agreements, and similar.
• Advise on trading and market structure matters, including best execution, TRACE and other trade reporting obligations, Treasury market and fixed income regulatory developments, and trading counterparty documentation.
• Advise on cross-border investment and trading matters involving U.S., Canadian, UK, and European markets.
• Monitor, interpret, and communicate regulatory developments affecting fixed income funds. Help in the development and maintenance of related policies, procedures, and training.
• Partner with Compliance, Risk, Operations, and other Legal teams, and manage outside counsel as needed.

What This Job Offers

• Job Type: Full-time
• Career Level: Senior
• Education Level: Ph.D. or professional degree