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Melinda Burrows
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Assistant General Counsel- Office of the Corporate Secretary- VP
Refer job# ADTL135345
 
Assistant General Counsel- Office of the Corporate Secretary- VP The candidate will support all matters relating to subsidiary corporate governance legal requirements and processes in the Americas. Support matters relating to the Firm s simplification and restructuring of legal entities as well as capital actions projects. Manage the Firm s subsidiary legal entities from a corporate secretary and governance perspective, including: (i) providing advice on corporate governance matters, (ii) conducting subsidiary board meetings, (iii) preparing board and board committee agendas and materials, (iv) drafting a variety of documents such as board and shareholder consents, minutes, etc., and (v) maintaining key records of the legal entities. Provide legal assistance to internal restructuring and capital action projects, which include (i) legal entity reorganizations and mergers (parent/sub or affiliate/affiliate), (ii) creation and dissolutions of legal entities, (iii) capital investments into legal entities to support new or existing activities and commitments to make capital contributions, and (iv) dividends and earnings remittances from legal entities all of which are approved via the Firm s internal approval process. Assist with the Firm s process relating to signing authorities for legal entities, including the appointment of officers and directors, issuing delegations of authority, drafting powers of attorney or other means to obtain signing authority, and the issuance of secretary and incumbency certificates. Perform corporate governance legal research and analysis of state and federal corporate laws, drafting memoranda, conducting research in minute books and otherwise on legal entity history. Provide legal assistance to various departmental projects. JD and 5+ years of legal experience required. Familiarity with Delaware and New York corporate law required. Corporate governance experience highly preferred. Mergers and acquisitions experience highly preferred. Banking or regulatory experience is helpful. Superior written and oral communications skills, and excellent interpersonal skills required. Experience reviewing, preparing and drafting legal documentation required. Demonstrated ability to approach issues with both a rigorous attention to detail and a big picture strategic focus required.
 
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