M&A Advisory Lawyer (Assistant General Counsel - VP)

Wells Fargo•New York, NY

3d•Hybrid

About The Position

Wells Fargo is seeking an experienced attorney to provide legal advice to investment bankers on all aspects of M&A transactions across various asset classes and industries, including buy-side and sell-side advisory engagements, joint ventures, spin-offs, restructurings, SPACs, minority investments, and other strategic business combinations. In this role, you will: Provide front‑line legal support to deal teams, senior management and compliance, risk and control partners, acting as a trusted advisor while proactively managing legal, regulatory, and reputational risk Draft, review, and negotiate engagement letters and related side letters, and align terms with firm policy Negotiate appropriate NDAs and joinders Participate in business approval forums such as the M&A Commitment Committee Review and advise on fairness opinions, and coordinate with the Investment Banking Opinion Committee Draft and/or review Board materials and advise on proxy and other public disclosure language tied to advisory work Identify, evaluate, and manage conflicts of interest across mandates, including tree‑staffing and staple financing scenarios, working closely with the Transactional Conflicts Office and other stakeholders to design practical and appropriate mitigations Consult on cross‑border guidance and “rules of the road” for jurisdictions relevant to advisory roles, including UK Takeover Code considerations, “cash confirmation” transaction and other local regulatory overlays, and harmonize advice with EMEA/APAC legal counterparts Support special situations such as pre-transaction structuring, shareholder activist defense, hostile takeovers, and SPAC‑related assignments Draft and formulate firm policies Monitor litigation risk and developments (for example, Delaware corporate law trends), coordinate strategy with outside counsel where authorized, support regulatory inquiries within CIB, and brief deal teams and management on impact and response options Lead and refresh training sessions for bankers, update templates, guidance notes and policies, and help implement process changes that improve consistency and control Provide clear, timely escalations on high‑priority issues and deliver commercially grounded solutions that balance client objectives with regulatory expectations

Requirements

5+ years of Law experience, or equivalent demonstrated through one or a combination of the following: work experience, training, military experience, education
Active State Bar membership or the equivalent in a country outside the United States
Ability to work at the job posting location
Ability to work a hybrid schedule, in office at least 3 days a week

Nice To Haves

Experience as a practicing attorney advising on a variety of M&A strategic transactions and private placements at a global investment bank.
Fairness opinion experience (reviewing analyses and related disclosures) and familiarity with proxy/public disclosure requirements in advisory contexts.
Familiarity with cross-border transactions and jurisdiction-specific requirements and securities regulations is a plus.
Proven ability to manage outside counsel and collaborate effectively with Compliance, Risk, Conflicts, and business partners.
Demonstrated ability to collaborate effectively across teams and manage multiple priorities.
High level of responsiveness, commercial mindset, and ability to operate under pressure and tight deadlines across multiple live transactions.
Ability to focus on both detail and big-picture issues.
Excellent drafting, negotiation, communication and interpersonal skills.

Responsibilities

Provide front‑line legal support to deal teams, senior management and compliance, risk and control partners, acting as a trusted advisor while proactively managing legal, regulatory, and reputational risk
Draft, review, and negotiate engagement letters and related side letters, and align terms with firm policy
Negotiate appropriate NDAs and joinders
Participate in business approval forums such as the M&A Commitment Committee
Review and advise on fairness opinions, and coordinate with the Investment Banking Opinion Committee
Draft and/or review Board materials and advise on proxy and other public disclosure language tied to advisory work
Identify, evaluate, and manage conflicts of interest across mandates, including tree‑staffing and staple financing scenarios, working closely with the Transactional Conflicts Office and other stakeholders to design practical and appropriate mitigations
Consult on cross‑border guidance and “rules of the road” for jurisdictions relevant to advisory roles, including UK Takeover Code considerations, “cash confirmation” transaction and other local regulatory overlays, and harmonize advice with EMEA/APAC legal counterparts
Support special situations such as pre-transaction structuring, shareholder activist defense, hostile takeovers, and SPAC‑related assignments
Draft and formulate firm policies
Monitor litigation risk and developments (for example, Delaware corporate law trends), coordinate strategy with outside counsel where authorized, support regulatory inquiries within CIB, and brief deal teams and management on impact and response options
Lead and refresh training sessions for bankers, update templates, guidance notes and policies, and help implement process changes that improve consistency and control
Provide clear, timely escalations on high‑priority issues and deliver commercially grounded solutions that balance client objectives with regulatory expectations