Legal Counsel

Legal Counsel Position Summary

We are seeking an experienced Legal Counsel to provide legal support for the Branch's commercial banking operations, with a strong emphasis on commercial lending, loan documentation, and regulatory compliance. The ideal candidate will possess a solid legal background, strong business acumen, and extensive experience reviewing commercial loan transactions, particularly Commercial Real Estate (CRE) financing.

This role will work closely with Relationship Managers, Credit Administration, Risk Management, Compliance, and senior management to ensure that the Branch's lending activities are legally sound, compliant with applicable laws and regulations, and aligned with the Bank's risk management framework.

Key Responsibilities Legal Advisory

• Provide legal advice and guidance to business units on commercial banking activities, lending transactions, and operational matters.
• Interpret and advise on federal, New York State, and applicable banking regulations affecting branch operations.
• Support senior management on legal matters impacting the Branch's business objectives.

Commercial Lending & Loan Documentation

• Review, draft, negotiate, and advise on commercial loan documentation.
• Conduct legal review of commercial lending transactions, including bilateral and syndicated loans.
• Provide legal support for Commercial Real Estate (CRE) financing transactions, construction loans, acquisition financing, and refinancing.
• Identify legal risks associated with lending structures and recommend appropriate mitigation strategies.
• Review loan covenants, guarantees, collateral documentation, and security interests.

Transaction Support

• Partner with Relationship Managers and Credit teams throughout the lending process.
• Coordinate with outside counsel during complex financing transactions.
• Review legal due diligence materials related to borrowers and collateral.
• Assist in loan closings and post-closing legal documentation.

Regulatory & Compliance

• Advise business units on banking regulations, corporate governance, sanctions, and legal compliance matters.
• Monitor legal and regulatory developments affecting commercial banking operations.
• Assist Compliance and Risk Management teams in addressing legal and regulatory inquiries.
• Support internal audits and regulatory examinations when legal matters arise.

Contract Review

• Draft, review, and negotiate vendor agreements, service contracts, confidentiality agreements, and other commercial contracts.
• Ensure contracts appropriately protect the Bank's legal interests and comply with internal policies.

Litigation & External Counsel Management

• Coordinate with external law firms on litigation, collections, enforcement actions, and other legal matters.
• Monitor legal disputes and manage outside counsel budgets and performance.

Minimum Qualifications

• Bachelor's degree in Business, Finance, Accounting, Economics, or a related business discipline.
• Juris Doctor (J.D.) from an accredited U.S. law school.
• Active membership in at least one U.S. State Bar in good standing.
• Minimum 5 years of legal experience, preferably supporting commercial banking or financial institutions.
• Strong experience reviewing and negotiating commercial loan documentation.
• Experience supporting Commercial Real Estate (CRE) lending transactions is highly preferred.
• Solid understanding of secured lending, UCC, collateral perfection, guarantees, and loan documentation.
• Knowledge of U.S. banking laws and regulations applicable to foreign bank branches is preferred.
• Excellent legal drafting, analytical, negotiation, and communication skills.
• Ability to work independently while collaborating effectively with cross-functional teams.
• Strong business judgment and practical problem-solving abilities.

Preferred Qualifications

• Experience working in a commercial bank, foreign bank branch, or financial institution.
• Experience supporting syndicated lending, asset-based lending, or structured finance transactions.
• Familiarity with New York banking regulations and federal banking regulatory framework (FRB, FDIC, OCC, NYDFS).
• Experience coordinating with external counsel and managing legal projects.
• Mandarin Chinese language proficiency is a strong plus to support communication with Head Office and cross-border transactions.

Preferred Industry Background

Candidates with experience from the following organizations are highly desirable:

• Commercial Banks
• Foreign Bank Branches
• Corporate Banking Divisions
• Commercial Real Estate (CRE) Lending Institutions
• Loan Review / Credit Legal Teams
• Banking & Finance Law Firms

Key Competencies

• Commercial Lending
• Loan Documentation
• Commercial Real Estate (CRE)
• Banking Regulations
• Credit Risk
• Legal Drafting
• Contract Negotiation
• Regulatory Compliance
• Corporate Banking
• Cross-border Transactions