General Counsel

TabaPay • Palo Alto, CA

33d • $250,000 - $275,000 • Onsite

About The Position

TabaBank is seeking an experienced General Counsel to serve as the Bank’s senior legal officer and principal legal advisor to the Board of Directors, Chief Executive Officer, and executive management team. The General Counsel will be responsible for establishing and overseeing the Bank’s legal framework as it integrates into TabaHoldings and expands its payments-focused banking activities. The role will provide legal advice across bank regulatory matters, corporate governance, payments and merchant acquiring, commercial agreements, affiliate and shared-services arrangements, new products, deposits, third-party relationships, and other matters affecting the Bank. A central responsibility will be ensuring that TabaBank operates as a distinct regulated legal entity within the Bank Holding Company structure, with appropriate governance, contractual arrangements, books and records, decision-making authority, and protections around transactions and services involving TabaHoldings, TabaPay, and other affiliates. The ideal candidate will have significant experience advising an OCC-regulated or other federally regulated bank. Experience with payments, merchant acquiring, card networks, fintech, or sponsor-bank relationships is highly desirable.

Requirements

• Juris Doctor (J.D.) from an accredited law school.
• Active membership in good standing with at least one U.S. state bar.
• 10+ years of relevant legal experience, with significant experience advising banks or regulated financial institutions.
• Strong knowledge of U.S. banking laws and regulatory requirements.
• Experience working with federal banking regulators.
• Demonstrated experience advising senior executives and Boards.
• Strong commercial-contracting and transactional experience.
• Ability to provide practical legal advice in a rapidly evolving business environment.
• Strong judgment, communication, and executive presence.

Nice To Haves

• Prior Bank General Counsel, Deputy General Counsel, or senior bank regulatory counsel experience.
• Experience at an OCC-regulated national bank.
• Significant experience interacting directly with the OCC and/or Federal Reserve.
• Experience within a bank holding company structure.
• Experience with Regulation W and affiliate/shared-services arrangements.
• Experience integrating an acquired bank into a larger financial-services organization.
• Experience establishing legal and governance frameworks for a growing bank.
• Direct legal experience with one or more of the following is strongly preferred: Merchant acquiring, Payment Facilitators / PayFac sponsorship, Visa and Mastercard, Payment processors, Card-network rules and agreements, Merchant settlement, ACH / Fedwire, RTP / FedNow, Sponsor-bank arrangements, Fintech partnerships, Embedded finance, Payment-related credit and settlement exposure.

Responsibilities

• Serve as the Bank’s principal legal advisor on applicable banking laws, regulations, and supervisory requirements.
• Advise management and the Board regarding OCC requirements applicable to a national bank.
• Provide legal guidance regarding Federal Reserve and FDIC requirements applicable to the Bank and its relationship with the BHC.
• Interpret regulatory requirements and assess their application to Bank products, activities, and strategic initiatives.
• Support regulatory examinations, meetings, and information requests.
• Monitor significant regulatory and legal developments affecting the Bank.
• Serve as legal advisor to the TabaBank Board of Directors.
• Advise directors and management regarding fiduciary duties, corporate governance, conflicts of interest, and Bank decision-making.
• Support the maintenance of Board and committee charters and governance frameworks.
• Advise on delegations of authority and management approval structures.
• Support the Corporate Secretary function and maintenance of appropriate corporate records.
• Ensure appropriate documentation of material Bank decisions.
• Advise on Regulation W and Sections 23A and 23B of the Federal Reserve Act.
• Identify and analyze affiliate and covered transactions.
• Develop and review intercompany and shared-services agreements.
• Advise on arm’s-length and market-terms requirements.
• Establish appropriate legal frameworks for cost allocations and intercompany payments.
• Advise regarding information and data sharing among Bank and BHC entities.
• Address Bank access, ownership, confidentiality, and record-retention requirements.
• Ensure agreements preserve appropriate Bank oversight, audit, termination, and regulatory-access rights.
• Advise management on maintaining appropriate legal-entity separateness and protecting the interests of the Bank.
• Provide legal support for TabaBank’s payments business, advising on merchant acquiring, PayFac sponsorship, payment processing, card-network relationships, settlement structures, and funds-transfer systems, including ACH, Fedwire, RTP, and FedNow.
• Oversee key merchant, processor, and network agreements while ensuring legal, regulatory, and risk considerations are appropriately managed across payment operations and settlement activities.
• Advise on legal issues arising from settlement timing, chargebacks, refunds, merchant failures, network settlement, prefunding, overdrafts, and payment-related extensions of credit.
• Advise on consumer and commercial deposit products.
• Review account agreements, disclosures, terms and conditions, and customer communications.
• Provide legal advice regarding deposit operations and electronic banking.
• Support development and review of overdraft and other account features.
• Advise on FDIC insurance and deposit-account structuring.
• Review new banking products before launch.
• Partner with Compliance on applicable consumer-protection requirements.
• Serve as a required stakeholder in the Bank’s new product approval process.
• Oversee the Bank’s material commercial contracting activities, including technology agreements, processor agreements, card-network agreements, merchant/PayFac agreements, deposit-related agreements, banking and correspondent agreements, shared-services agreements, third-party service-provider agreements, professional-services agreements, and confidentiality and data-sharing agreements.
• Establish appropriate contracting standards, approval authorities, and legal review requirements.
• Partner with Third-Party Risk Management to ensure contracts contain appropriate provisions regarding audit rights, information security, business continuity, regulatory access, subcontractors, data ownership, termination, and other relevant Bank requirements.
• Maintain the Bank’s corporate and legal-entity records.
• Advise on capital contributions, dividends, and other corporate actions.
• Support capital and funding transactions.
• Advise on investments and strategic transactions.
• Support mergers, acquisitions, integrations, and corporate restructurings as applicable.
• Coordinate with TabaHoldings General Counsel on matters affecting multiple legal entities while preserving independent Bank legal analysis where appropriate.
• Partner with Compliance, Information Security, and Privacy personnel regarding GLBA and Regulation P, FCRA and Regulation V, affiliate information sharing, customer confidentiality, data-use rights, data ownership, cybersecurity incidents and data breaches, records retention, and regulatory access to Bank information.
• Ensure that arrangements involving TabaPay or other BHC shared-service providers appropriately protect Bank and customer information while permitting the Bank to meet its legal and supervisory obligations.
• Review significant Bank policies for legal sufficiency.
• Maintain appropriate legal policies and standards.
• Advise regarding regulatory recordkeeping and retention requirements.
• Ensure material contracts and corporate records are appropriately maintained.
• Support preparation and review of regulatory submissions and certifications.
• Maintain documentation supporting significant legal interpretations and decisions.

Benefits

• 100% employer-paid health care insurance including medical, dental, vision, and life insurance (for employee only)
• Employer 401K Matching
• Generous and Flexible PTO

What This Job Offers

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