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Assistant General Counsel - Corporate Governance
Refer job# DHWJ150109
 
Assistant General Counsel - Corporate Governance Responsibilities: Prepare first drafts of Committee minutes for review and editing by senior lawyers. Draft/review/edit sections of the proxy statement, assist with drafting of no action letters and management comments and perform annual meeting related research. Conduct corporate governance-related research. Assist with subsidiary governance matters. Prepare first draft of Section 16 filings. Oversee/Assist with review of Citi's Director Compensation Program and periodic compensation payments. Assist with D&O Insurance Renewal application. Assist with Director Independence Review process. Assist with Director Conflicts of Interests processes. Assist with NYSE filing requirements. Assist with drafting of Forms 8-K. Assist with materials and minutes collection for regulatory examinations and IA audits. Assist with requests for corporate governance information requests and filings from Citi's global legal staff.

Qualifications: A JD Degree nd 5+ years of professional experience. Experience with legal issues specific to Corporate Governance, Delaware General Corporate Law, and governance requirements of bank regulators (OCC, FRB, FDIC, etc.). Experience drafting and reviewing minutes, resolutions and Board and Committee meeting materials. Experience with subsidiary governance matters. Experience working with confidential and sensitive matters. Keen understanding of emerging legal trends and risks, including developing areas of Corporate Governance. Securities Law knowledge and experience, including drafting of Proxy Statements, Forms 8-K, Section 16 filings, no action letters, management comments;. Experience with stock exchange listing requirements and filings;. Experience negotiating and drafting commercial agreements with service providers, such as agreements with stock transfer agents; Superior organizational and analytical skills. Clear and concise written and verbal communication skills.
 
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