US Bank Corporate Counsel - Global Trust 

United Kingdom, England, London 

491790435

Transactional Matters:

• Represent GCTE Legal in Business Acceptance Review (BAR) meetings, providing guidance on legal risk (with emphasis upon on deal structure and jurisdictional considerations) as well as responding to and commenting on commercial, risk and compliance concerns raised by meeting participants on proposed transactions and, as appropriate, recommend conditions to acceptance of a transaction.
• Assist relationship managers in instructing external counsel on new transactions and provide on-going internal legal support as required/requested during the document review and negotiation phase of transaction origination. Supervise the review and negotiation of governing documents for transactions undertaken by GCTE without assistance of external counsel.
• Review and negotiate NDAs and POAs as required throughout the transaction lifecycle. Advise relationship mangers and account administrators on contractual interpretation issues and appropriate responses to requests and inquiries presented by issuers, transaction counterparties, noteholders and secured creditors in respect of ongoing transactions.
• Provide preliminary advice to responsible business decision makers on waiver requests and proposed amendments to existing transactions as well as on the obligations and rights of the trustee/agents on defaulted or distressed transactions.
• Select external counsel for post-closing matters and interface with external counsel, RMs and senior leadership in respect of all legal considerations and commercial decisions required on such matters.

All of the above to be undertaken independently with high level supervision by the GCTE Chief Counsel (the
“Chief Counsel”).

General Matters:

• Assist the Chief Counsel in developing policies and procedures for GCTE to ensure compliance with internal US Bank requirements as well as applicable legal and regulatory obligations.
• Oversee drafting and maintenance of template legal documents and forms used by GCTE.
• Manage projects assigned by the Chief Counsel including, but not limited to, jurisdictional due diligence and product development. Provide advice and support to business partners on a variety of non-transactional matters, including general contractual, company secretarial, regulatory and compliance, and sales and marketing. Develop and maintain relationships, both independently and collectively, with outside counsel and assist the Chief Counsel in evaluating effectiveness of outside counsel and maintaining approved/preferred counsel lists for both Law Division and client paid work.
• Manage litigation matters to which GCTE entities are party, working as necessary with partners in the Law Division Litigation Team and keeping the Chief Counsel and the GCTE Business Head apprised of the status of such matters.
• Manage and coordinate legal related training for members of the GCTE Legal Team as well as business partners.
• Work closely with Risk and EFCC colleagues to evaluate and recommend courses of action on AML and sanctions issues arising in new and existing transactions. Represent GCTE in industry groups, such as the ICMSA, and serve on sub-committees with a view to influencing the development of market practices and industry guidance to the European corporate trust community.

ESSENTIAL FUNCTIONS:

• Keep current with all U.S. Bancorp policies and procedures, legal developments and government regulations as well as market changes, new transaction structures and legal changes that affect the performance of duties and obligations by trustees and agents.
• Work with the Chief Counsel, management and support partners in developing and modifying practices and procedures to conform to U.S. Bancorp policies and procedures and general legal and regulatory obligations and assist business partners in developing and maintaining an understanding of transaction requirements for various asset types and related industry requirements.
• Assist with the maintenance of GCTE’s inventory of template documents and forms; supervising drafting efforts by both internal and external parties to draft and update templates on a rolling basis.
• Draft, review and revise transactional and non-transactional contracts and documentation in support of the interests of GCTE and/or its clients.
• Advise on both pre-closing and post-closing transactional issues with a view toward the helping business partners achieve a successful outcome in respect of such issues.
• Develop and maintain relationships with outside legal counsel and monitor performance to ensure outside counsel provide superior service and advice and adhere to all U.S. Bancorp policies and are suitable for retention on the U.S. Bancorp ACL and local preferred counsel lists.
• Manage, coordinating with the Litigation Department and the Chief Counsel as necessary, all aspects of litigation matters assigned by the Chief Counsel.
• Manage legal work associated with product development initiatives and other projects.
• Actively ensure compliance with the U.S. Bank Code of Ethics and all Anti-Money Laundering, Bank Secrecy Act, information security and suspicious activity reporting requirements, policies and procedures. Actively participates in any required corporate and business line training in these areas.

Key Experience:

• A solicitor in good standing with the Solicitor Regulatory Authority of England and Wales or a lawyer admitted to practice in another jurisdiction suited to the role. Superior writing and communications skills.
• Current and thorough knowledge of UK and EU Capital Markets and Banking (especially corporate trust specific) laws and regulations.
• The successful candidate shall have: (a) four or more years’ experience as an in-house counsel advising a European based corporate trust business; (b) four or more years’ experience in a Capital Markets team at a leading City law firm (preferably with significant corporate trust specific experience) or (c) six or more years’ combined experience with European corporate trust transactions as a lawyer (either in-house or with a leading City firm) and as a transaction manager.

Core Skills and Values:

• Excellent verbal and written communication skills
• Analytical skills, with the ability to problem solve
• Commitment and passion for client service and the ability to develop and maintain positive relationships with clients, internal stakeholders and outside counsel
• Ability to ensure that all actions and decisions align with ethical standards and build trust

• We are proud that U.S. Bank has been recognized as a World’s Most Ethical Company® by the Ethisphere Institute and has been named the #1 Most Admired Superregional Bank by Fortune magazine.
• Successful candidates for a position in the U.S. Bank Law Division support U.S. Bank’s core values, which guide what we do every day:
  - We do the right thing
  - We power potential.
  - We stay a step ahead.
  - We draw strength from diversity.
  - We put people first.
  

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