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Senior Legal Counsel M&A / ECM

Job ID 20226641 Primary Location Frankfurt am Main, Germany; Job Category Legal
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Citi’s M&A and Equity Capital Markets Origination businesses are market-leading businesses in EMEA. Citi acts as financial advisor on large cross-border M&A transactions, and as global coordinator and bookrunner on equity offerings for a wide variety of issuers, including corporates, sovereigns and financial institutions

The role is a senior legal counsel role in Citi’s combined EMEA Investment Banking and ECM Legal team, which is part of the broader Banking, Capital Markets and Advisory (BCMA) Legal team. 

Provide legal advice to Citi’s Banking, Capital Markets and Advisory (BCMA) business in the EMEA region relevant for M&A advisory work and ECM transactions. That is, responsibility for delivering legally and commercially sound advice to the investment bank in relation to its work on M&A and ECM transactions in the region. 

Work closely with the Firm’s (other) Legal and Compliance staff in London, New York and Hong Kong, especially with the M&A and ECM legal teams in those regions to ensure that BCMA’s policies, practices, procedures and precedent documents are up to date and compliant with latest developments in case law and legislation.

Key Responsibilities:

Legal Advice (Rechtsberatung)

Review and advise on German and other EU law documentation and agreements, e.g. Engagement Letters (Mandatsbriefe), Confidentiality Agreements (Vertraulichkeitsvereinbarungen) as well as, transaction advisory documents, such as, amongst others, underwriting agreements (Wertpapierübernameverträge), prospectuses (Wertpapierverkaugsprospekte) client presentations (Management-Präsentationen) and information memoranda (Information Memoranda) for sale processes, process letters (Prozessbriefe) and bid letters (Angebotsschreiben); highlight German and other EU legal issues/transactional risks to the BCMA Team and provide solutions in German and/or EU and other cross-border transactions on a day-to-day basis.

Support the EMEA Investment Banking and Equity Capital Markets businesses by reviewing and providing advice on legal documentation and agreements on the basis of Citigroup templates and internal and external (i.e., customary market practice) documentation standards. 

To 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 London, New York and Hong Kong. Provide product counsel guidance to local counsel in the EMEA region.

Liaise with external law firms on legal issues and drafting of transactional documentation (e.g. in the context of takeover law or corporate finance and equity capital markets transactions) as requested by BCMA. Qualify and assess legal issues on an independent basis (unabhängig) and self-dependent (eigenständig) and present legal assessments to the requesting business units. Liaise closely with product lawyers for investment banking and equity capital markets in the region and globally on projects and advice given.

M&A and 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 and other functions, is involved in ensuring compliance with Citi policies and procedures to protect, amongst other things, Citi’s reputation and franchise.  As such commercial awareness, a questioning mind, attention to detail and good judgement are essential skills.

Legal decision-making (Rechtsentscheidung)

Prepare legal decisions and provide respective advice and guidance to BCMA senior management and represent the Legal Department of CGME and the EMEA M&A and ECM Legal team in internal and external decision-making processes, e.g. towards legal departments of institutional clients, such as financial institutions and German Dax-listed corporations as the case may be, after consulting with respective senior legal team members.

Legal Drafting and Negotiating (Rechtsgestaltung)

Draft legal documentation originally and independently to be used by the BCMA in commercial relationships. Liaise and negotiate with joint advisors, i.e. other investment banks that are co-mandated, as well as external counsel, regarding terms of the joint mandate, confidentiality issues, underwriting and common process documents prepared for the client etc.

In-house Legal Education (Rechtsvermittlung)

Prepare and deliver in-house seminars and written briefings/mailings on corporate law topics (e.g. amendments to the Aktiengesetz, EU Directives) and regulatory topics (e.g. BaFin Regulations of Financial Institutions, notification requirements according to the German Securities Trading Act and other applicable EU and UK laws and regulations) and regarding actual developments of the jurisdiction and regulations in Germany and the region. Attend seminars / briefings of governmental offices and report on information received in internal meetings on the level of the Legal department and business divisions (e.g. BaFin Workshops). Research on court decisions and legislative developments, analyse consequences for BCMA business and issue respective opinions on decision/developments in regulatory calls.

The successful candidate would:

-       have exposure to a wide variety of innovative and challenging products and will enjoy working in a dynamic, proactive and collegiate legal team.

-        learn to manage legal risk in a large variety of scenarios typical of a top tier international investment bank;

-        come into contact with internal processes and structures across the bank as well as dealing with other groups within legal;

-       learn to escalate material issues to senior team members and then on to senior management within the bank;

-       have the opportunity to expand their product knowledge and experience of challenging jurisdictions as well as types of products

- expand legal knowledge and transactional corporate finance expertise regarding the legal regimes in EMEA;

-       be encouraged to attend training courses covering a broad range of activities related to M&A and ECM practices, transaction management such as due diligence, financials analysis, negotiation skills as well as having access to broader group wide training available to lawyers in the General Counsel's Office in London.

Experience / Skills:

Minimum 3-4 years job experience in an international law firm, specific in corporate law / M&A/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 a securities firm / investment bank

Position holder should have investment banking advisory and equity capital markets experience – prioritized law firm experience in executing M&A and ECM transactions as well as in-house experience in international investment bank with focus on EMEA region

Strong knowledge and/or understanding of the structure and execution of M&A transactions and equity securities offerings

Experience with public M&A transactions (pursuant to the takeover rules or requiring the appointment of a sponsor or similar investment banking roles) and in executing ECM transactions, familiarity with equity capital markets (including block trade) documentation and market practice for these transactions

Excellent knowledge of European prospectus, market abuse and other relevant regulations.

Knowledge of and interest in European and other cross-border regulatory developments.

Knowledge of US securities laws would be a plus

Fluent in German and English, French language skills would be a plus


University degree as “Volljurist” preferable with one exam “vollbefriedigend”; an LL.M. degree is a plus

Admission to the bar in Germany

Knowledge of French legal system or French legal degree would be a plus


Strong business judgment and commercial attitude.

High performance and motivation level.

Ability to work under pressure and poise, good time management skills.

Good attention to detail.

Co-operative, team-oriented style.

Good communicational skills with management, colleagues and employees

Discretion, ability to work independently

Ability to present and speak in front of internal and external groups.


Job Family Group:



Job Family:

General Legal


Time Type:

Full time


Citi is an equal opportunity and affirmative action employer.

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.

Citigroup Inc. and its subsidiaries ("Citi”) invite all qualified interested applicants to apply for career opportunities. If you are a person with a disability and need a reasonable accommodation to use our search tools and/or apply for a career opportunity review Accessibility at Citi.

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