Counsel – Corporate and Subsidiary Governance

Hours

standard

Pay Range

$140,000 – $231,000 annually

Department Overview

TD Legal is a team dedicated to providing industry-leading advice and counsel to all TD business segments and corporate functions. In this Counsel, Corporate and Subsidiary Governance role, you will join a dynamic and collegial team of legal professionals within the department’s Corporate Secretary’s Office, which manages a wide range of corporate secretarial activities and other strategic initiatives designed to help ensure proper risk oversight of TD’s U.S. entities. The Counsel, Corporate and Subsidiary Governance role provides dedicated support for meetings of the Board of Directors and its committees as well as other support to help manage the Bank’s subsidiary governance and regulatory obligations. The role works closely with the Office of the CEO and other senior executives and with the Corporate Secretary’s Office of the parent company and provides an opportunity for exposure to a range of stakeholders and leaders, both within TD Legal and across the enterprise.

Job Details

The Counsel provides legal advice and support to management and employees in Corporate Group functions and Business units. Functions as a legal resource focusing on one or more defined subject matters and/or specific businesses. Typical tasks include managing litigation, negotiating contracts, assisting the Business with product roll-outs, and advising the Business regarding regulatory developments. Responsible for anticipating and addressing potential legal risks. Relies on legal skills, experience and judgment to accomplish goals

Job Requirements

Must be eligible for employment under regulatory standards applicable to the position.

Provides consistent and sound legal advice in a clear, concise and responsive manner by taking initiative to develop legal knowledge and skill; knowing relevant substantive law, identifying legal issues; knowing the business and its products, operations, strategy, risk appetite and regulatory environment; owning the role of interpreting legal requirements through a balanced understanding of the law and business context to formulate relevant legal theories; and identifying business issues and policies related to the legal requirements, describing legal issues and options to the client

Identifies conflict situations and brings more senior lawyers into the decision-making process as appropriate by identifying situations when actions that the business unit wants to take conflicts with TD’s risk appetite and discusses with client how particular actions might be inconsistent

Effectively contributes to and/or leads negotiations and conflict resolutions by gathering supportive information in preparation for the negotiation, understanding the dynamics of the process and displaying an effective combination of firmness, tact, patience and respect in dealing with all parties involved

Qualifications

Bachelors degree required

JD from accredited law school required

5+ Years of related experience

Admission to appropriate State Bar in good standing and licensed to practice law in the State

Basic understanding of banking/financial services operations and issues

Ability to simplify, problem solve, multitask and work effectively against deadlines

Integrity and high moral standards

Strong negotiation and conflict resolution skills

Strong legal research and analysis skills

Detail oriented

Must be able to apply legal knowledge to the business

Ability to exercise sound judgment

Excellent oral and written communication skills

Strong teamwork and client skills

Highly motivated

May supervise administrative and paralegal staff and junior attorneys

Preferred Qualifications:

Experience in corporate governance and/or subsidiary governance in a corporate legal department or Corporate Secretary’s office preferred

Experience facilitating board and committee meetings, including managing board and committee task lists, preparing meeting agendas and reviewing with Corporate Secretary and Chairman, and taking minutes of meetings preferred

Experience drafting formal and informal board communications, board meeting memorandums, board resolutions and consents, and other documents preferred

Experience providing governance-related guidance to executives and other members of the organization preferred

Experience maintaining corporate records, including minute books, board materials, and corporate entity filings preferred

Experience overseeing subsidiary governance operations of an organization preferred

Experience supporting subsidiary compliance and governance aspects of business development and M&A transactions preferred

Working knowledge of laws, rules, and regulations applicable to corporate governance strongly preferred

Company Overview

About TD Bank, America’s Most Convenient Bank®

TD Bank, America’s Most Convenient Bank, is one of the 10 largest banks in the U.S., providing over 9.8 million customers with a full range of retail, small business and commercial banking products and services at more than 1,100 convenient locations throughout the Northeast, Mid-Atlantic, Metro D.C., the Carolinas and Florida. In addition, TD Auto Finance, a division of TD Bank, N.A., offers vehicle financing and dealer commercial services. TD Bank and its subsidiaries also offer customized private banking and wealth management services through TD Wealth®. TD Bank is headquartered in Cherry Hill, N.J. To learn more, visit www.td.com/us . Find TD Bank on Facebook at www.facebook.com/TDBank and on Twitter at www.twitter.com/TDBank_US and www.twitter.com/TDNews_US .

TD Bank, America’s Most Convenient Bank, is a member of TD Bank Group and a subsidiary of The Toronto-Dominion Bank of Toronto, Canada, a top 10 financial services company in North America. The Toronto-Dominion Bank trades on the New York and Toronto stock exchanges under the ticker symbol “TD”. To learn more, visit www.td.com .

We offer a competitive salary and benefit program, including: comprehensive, affordable health care through medical, dental, and vision coverage; financial security with life and disability insurance; opportunities to save using health savings and flexible spending accounts; retirement benefits to help prepare for the future; paid time off and work/life benefits to maintain a good balance.

Inclusiveness

At TD, we are committed to fostering an inclusive, accessible environment, where all employees and customers feel valued, respected and supported. We are dedicated to building a workforce that reflects the diversity of our customers and communities in which we live in and serve, and creating an environment where every employee has the opportunity to reach their potential.

If you are a candidate with a disability and need an accommodation to complete the application process, email the TD Bank US Workplace Accommodations Program at USWAPTDO@td.com . Include your full name, best way to reach you, and the accommodation needed to assist you with the application process.

EOE/Minorities/Females/Veterans/Individuals with Disabilities/Sexual Orientation/Gender Identity.