Senior Counsel - Corporate and Subsidiary Governance

TD • Washington, DC

1d

About The Position

TD Legal is a team dedicated to providing industry-leading advice and counsel to all TD business segments and corporate functions. In this Senior Counsel Corporate and Subsidiary Governance role, you will join a dynamic and collegial team of legal professionals within the department’s Corporate Secretary's Office, which manages a wide range of corporate secretarial activities and other strategic initiatives designed to help ensure proper risk oversight of TD’s U.S. entities. The Senior Counsel, Corporate and Subsidiary Governance role will be critical in providing dedicated support for meetings of the Board of Directors and its committees as well as other support to help manage the Bank’s subsidiary governance and regulatory obligations. The role works closely with the General Counsel, the Office of the CEO and other senior executives and with the Corporate Secretary's Office of the parent company and provides an opportunity for exposure to a range of stakeholders and leaders, both within TD Legal and across the enterprise. The successful candidate will bring strong knowledge of corporate governance and/or subsidiary governance in a corporate legal department or Corporate Secretary's office. The Senior Counsel provides oversight, legal advice and support to TD Bank management in Corporate Group Functions and Business Units. Functions as legal expert in one or more defined subject matter areas and/or specific business lines. Provides high level legal advice to specific business area(s), may prepare resolutions, contracts, memoranda to management, litigation documents and forms and participates in major legal actions. Foresees and protects the Company against legal risks.

Requirements

• Bachelors degree required
• J.D. from an Accredited Law School required
• 10+ Years of related experience
• Strong knowledge of at least one area of law relating to banking/financial services operations and issues
• Integrity and high moral standards
• Strong negotiation and conflict resolution skills
• Strong legal and analysis skills
• Detail oriented
• Must be able to apply legal knowledge to the business
• Ability to exercise sound judgment
• Strong interpersonal skills
• Excellent oral and written communication skills
• Strong teamwork and client skills
• Highly motivated
• Ability to provide difficult, complex and unwelcomed legal advice credibly and convincingly to management
• Strong technology aptitude including i) proficiency with standard office software and ability to learn and apply new technologies in work environment and ii) capacity to understand current and emerging technologies in the industry and how they affect business objectives
• Ability to identify problems and barriers, and effectively implement solutions to advance business strategy
• Operates with creativity and innovation; seeks different perspectives and new ideas
• Ability to work in a fast-paced environment and manage multiple deadlines and priorities
• Understands the value of knowledge management , builds and supports systems and tools that efficiently connect people to the knowledge they need to do their job

Nice To Haves

• Corporate governance and/or subsidiary governance in a corporate legal department or Corporate Secretary's office
• Experience facilitating board and committee meetings, including managing board and committee task lists, preparing meeting agendas and reviewing with Corporate Secretary and Chairman, and taking minutes of meetings
• Experience drafting formal and informal board communications, board meeting memorandums, board resolutions and consents, and other documents
• Experience providing governance-related guidance to executives and other members of the organization
• Experience maintaining corporate records, including minute books, board materials, and corporate entity filings
• Experience overseeing subsidiary governance operations of an organization
• Experience supporting subsidiary compliance and governance aspects of business development and M&A transactions
• Working knowledge of laws, rules, and regulations applicable to corporate governance
• Experience working in a regulatory environment

Responsibilities

• May manage paralegal and administrative staff, assigning responsibilities and evaluating results
• Provides leadership, coaching, counseling and guidance to staff
• Supervises external counsel providing advice or other legal services of the Company
• Works closely with General Counsel, department attorneys and external legal counsel on specific legal issues related to the Company's business
• Gives practical support and assistance to contemporaries, junior attorneys and staff
• Volunteers expert advice and experience
• Verifies the information has been understood
• Serves in one or more permanent or ad hoc practice groups or cross-practice teams of attorneys and staff
• Assists in the management of expenditures for external counsel
• Advises lines of business on best practices that help minimize legal and litigation risk
• May assist General Counsel in developing and managing departmental budget for both internal and external legal spend
• Anticipates client needs
• Deals with complex legal issues
• Clearly delivers difficult messages without jeopardizing client relationships
• Gives pragmatic legal opinions with reasons and rationale
• Provides advice in ambiguous situations; identifies and prevents future legal risks
• Identifies and takes action on future opportunities
• Resolves most situations where conflicts arise between the needs and desires of specific business units and the interests of the Company without requiring intervention of more senior attorneys
• Demonstrates highest professional ethical and behavioral standards and complies with all applicable Bar Rules and Codes of Professional Responsibility, and corporate ethical and behavioral standards
• Participates in special projects and performs additional duties as required

Benefits

• Our Total Rewards package reflects the investments we make in our colleagues to help them and their families achieve their financial, physical and mental well-being goals.
• Total Rewards at TD includes base salary and variable compensation/incentive awards (e.g., eligibility for cash and/or equity incentive awards, generally through participation in an incentive plan) and several other key plans such as health and well-being benefits, savings and retirement programs, paid time off (including Vacation PTO, Flex PTO, and Holiday PTO), banking benefits and discounts, career development, and reward and recognition.

What This Job Offers

• Job Type: Full-time
• Career Level: Mid Level
• Number of Employees: 5,001-10,000 employees