Senior Counsel ECM (Equity Capital Markets) (EEA)
Overview of Citi
Citi, the world’s leading global bank, has approximately 200 million customer accounts and a presence in more than 160 countries and jurisdictions worldwide. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Citi enables clients to achieve their strategic financial objectives by providing them with cutting-edge ideas, best-in-class products and solutions, and unparalleled access to capital and liquidity.
Citi’s Equity Capital Markets (ECM) business is a market-leading business in the Europe, Middle East and Africa (EMEA) region. Citi acts as financial advisor, global coordinator and bookrunner on equity offerings for a wide variety of issuers, including corporates, sovereigns and financial institutions.
Team / Function Overview
Provide legal advice to Citi’s EMEA ECM business. This means having responsibility for delivering legally and commercially sound advice to the investment bank in relation to its work on ECM transactions in the region.
Work closely with the Firm’s (other) Legal and Compliance staff in EMEA, the United States and Asia, especially with the ECM legal teams in those regions to ensure that Citi’s policies, practices, procedures and precedent documents are up to date and compliant with latest developments in case law and legislation.
Role / Position Overview
The role is a senior legal counsel role in Citi’s EMEA ECM Legal team, which is part of the broader Banking, Capital Markets and Advisory (BCMA) Legal team. BCMA Legal provides legal coverage and advice across EMEA for Citi’s Investment Banking and Mergers & Acquisitions business; the Equity Capital Markets and Equity-Linked business; the Debt Capital Markets business; and the Issuer Services business.
Review and advise on legal documentation and agreements ranging from simple confidentiality agreements and engagement letters to complex execution-oriented documents, in particular underwriting agreements (including all forms of such agreements, e.g., block trade agreements, equity-linked subscription agreements, etc), auditor arrangement and comfort letters, legal opinions (covering all relevant EMEA jurisdictions as well as US opinions and disclosure letters), prospectuses, information memoranda and other agreements and documents associated with international capital markets transactions.
Highlight and explain potential EEA, UK, US and other legal issues/transactional risks to the business, and provide advice and proposed solutions relating to EMEA capital markets transactions on a day-to-day basis.
Ensure consistency with legal advice provided by other regional investment banking and equity capital markets lawyers as well as with internal Citi standards, liaise closely with other regional product specialists in global financial centres with a Citi BCMA presence, such as New York, London, Frankfurt, Dublin, Dubai, Mumbai, Hong Kong, Tokyo and Sydney. Provide product counsel guidance to local (i.e., non-product) counsel in the EMEA region.
ECM legal (together with the rest of BCMA Legal) plays a prominent role in Citi’s control architecture and, working alongside compliance, AML, the Control Group, Research Gatekeepers and other functions. The team is helps to ensure compliance with Citi policies and procedures to protect, among other things, Citi’s reputation and franchise. As such, commercial awareness, a questioning mind, attention to detail and good judgement are essential skills.
Prepare legal decisions and provide advice and guidance to BCMA senior management and represent the EMEA ECM Legal team in internal and external decision-making processes, e.g. towards legal departments of institutional clients, such as financial institutions and listed corporations, after consulting with senior legal team members.
Legal drafting and negotiating
Liaise and negotiate with joint advisors, i.e. other investment banks that are co-mandated regarding terms of the joint mandate, confidentiality issues, underwriting and common process documents prepared for the client etc.
Liaise with external law firms on legal issues and drafting of transactional documentation. Qualify and assess legal issues on an independent basis and present legal assessments to the requesting business units.
Liaise closely with product lawyers in the region and globally on projects and advice given.
In-house legal education
From time to time, prepare and deliver in-house seminars and written briefings/mailings on ECM and regulatory topics. Attend law firm seminars and briefings of industry bodies (e.g., AFME) and report on information received in internal meetings on the level of the Legal Department and EMEA ECM.
The successful candidate would:
- gain extensive exposure to a wide variety of innovative and challenging products;
- enjoy working in a dynamic, proactive and collegiate legal team;
- learn to manage legal, commercial and reputational risk in a wide variety of scenarios typical of a top-tier global investment bank;
- come into contact with internal processes and structures across the bank as well as dealing with other groups within the Legal Department;
- learn to escalate material issues to senior team members and t to senior business and risk management within the bank;
- expand product knowledge and experience with challenging jurisdictions and product types;
- expand legal and transactional expertise within the varied legal regimes throughout the EMEA region; and
- attend training covering many capital markets and advisory activities, transaction management, due diligence, financial analysis, negotiation skills; as well as having access to broader group-wide training available to lawyers in Citi’s Office of the General Counsel.
- Position holder should have equity capital markets and investment banking advisory experience – prioritised law firm experience in executing ECM transactions as well as in-house experience in international investment bank with focus on EMEA region.
- Experience in executing ECM transactions, familiarity with equity capital markets (including block trade) structuring and documentation (e.g., underwriting agreements, prospectuses, comfort letters and legal opinions) and market practice for these transactions.
- Excellent knowledge of EEA, UK and US prospectus, market abuse, anti-fraud and other relevant regulations.
- Knowledge of and interest in EEA, UK and US and other cross-border regulatory developments.
- Fluency in languages other than English would be advantageous.
- Excellent technical skills and analytical ability.
- Transaction Management skills.
- Excellent communication skills (both written and oral) and client and time management skills.
- Candidates that have worked at an investment bank either on secondment or since leaving their law firm would also be desirable.
- Ability to work under pressure.
- Ability to present and speak in front of internal and external groups.
- Between 3 and 5 years PQE associate experience in an international law firm, specifically in a corporate/ECM department (candidates that have worked either on secondment or since leaving their law firm would also be desirable) or as in-house lawyer at an investment bank.
- Admission to the bar in a jurisdiction of the European Economic Area, and/or the United Kingdom, and/or the United States, and good standing at such bar.
- Law degree from a leading EEA, UK and/or US university.
- Supplementary law degree (e.g., LL.M.) and international bar admission would be advantageous.
- Knowledge of US securities laws would be advantageous.
Exceptional candidates who do not meet these criteria may be considered for the role provided they have the necessary skills and experience.
Job Family Group:Legal
Job Family:General Legal
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Qualified applicants will receive consideration without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or status as a protected veteran.
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