Deputy General Counsel

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Deputy General Counsel
Duties: Prepare review, negotiate and manage company vendor contracts and outsourcing agreements, professional service agreements, technology agreements, non-disclosure and consultant agreements and other agreements related to the operations of the Bank. Advise on existing legal issues as well as proactively advise on potential risks; spot legal and regulatory trends and advise business on how to pursue business goals in a way that avoids potential legal/regulatory issues. Anticipate, identify and develop reasonable, commercially sensible solutions to a variety of legal and business issues to the executive management team and other Bank management and staff related to all aspects of the Company’s business, and where necessary, work without outside counsel in areas where additional expertise or resources are necessary. Assist in reviewing and preparing various types of Federal and state regulatory applications as necessary (e.g.. bank holding company, merger, membership, state qualifications, etc.) in furtherance of the Company’s business operations. Assist in the negotiation and review of myriad contracts, agreements and ancillary documentation related to mergers, acquisitions and dispositive transactions, including due diligence, definitive agreements, disclosures and closings and similar agreements on behalf of the Company’s affiliates. Attend management and/or board committee meetings as requested and draft and/or prepare minutes of such meetings. Serve as in-house counsel to other departments or areas in the Bank as may be assigned/requested from time to time, including but not limited to all areas of the Commercial and Retail Bank, Special Assets and Loss Mitigation. Draft, negotiate and prepare documents in connection with commercial borrower forbearance agreements, loan modifications and security agreements. The Deputy GC shall serve on such management committees or subcommittees as directed by the Chief Legal Officer or President of the Bank. Draft and review legal and other corporate policies, including those related to the Company’s employees, governance programs and document retention policies. Review and provide feedback on issues related to consumer non-public information, data and information security and consumer privacy laws. Advised on matters of ethics and compliance, including conflict of interest and related party transactions and oversaw the annual conflict of interest certification. Work with General Counsel to manage and coordinate actual or threatened litigation or administrative actions handled internally or by outside counsel. Act as an additional liaison with outside law firms and provide litigation support to the Company, including with respect to the review, preparation and filing of complaints, responsive pleadings, discovery and responses to discovery requests, protective orders reviewing documentation for relevancy and attorney-client privilege. Investigate or assist in the investigation of complaints, administrative hearings or actual or threatened allegations against the Bank. Manage actual and potential litigation and enforcement matters from a budgeting and expense management standpoint, participate in the establishment of litigation budgets and in management of outside legal expenses. Initiates or responds to civil litigation with respect to Company matters and to preserve and/or recover company assets including, but not limited, to administrative matters regarding employment claims and representation at legal matters involving Company employees, foreclosures, small claims and collection matters. Analyzes cases and delegates to internal/external resources as needed. Monitors and approves budgeted legal costs and expenses and progress towards settlement; negotiate and prepare settlement and release agreements. Review, negotiate and prepare documents in connection with real estate owned by the Company either directly in the Company’s business (e.g., branch leases) or real estate owned that has been recovered or acquired by the Company through foreclosure, deed-in-lieu of foreclosure, judicial sale or abandonment. Serve as assistance to the Retail Banking Group and Dept. Legal Assistant for general banking consumer related issues and concerns, including review of the Group’s policies and procedures regarding legal processing (e.g., subpoenas, garnishments, levies). Additional potential responsibilities related to the Company’s business, shall include: preparing or reviewing Company SEC filings, including Forms 3, 4 and 5 related to Section 16 of the Securities Exchange Act, assistance with the review and preparation of proxy statements and other periodic reporting requirements, with emphasis on sections related to stockholder meetings, directors and officers and corporate governance.

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