Corporate Counsel - Commercial Transactions

Farmer Mac (Federal Agricultural Mortgage Corporation) was established by Congress as a secondary market for American agricultural and rural infrastructure credit. We are a for-profit, public company (NYSE: AGM) and a mission-driven organization committed to building a strong and vital rural America by increasing the accessibility of financing to benefit American agriculture and rural communities. Farmer Mac has approximately $30 billion in assets and 200 full-time employees.

Position Summary

Reporting directly to the General Counsel, this new Corporate Counsel role will provide legal and strategic advice and counsel on all legal matters relevant to Farmer Mac’s mission-related business and activities. The Corporate Counsel position will focus on transaction management and will oversee the preparation, review, and negotiation of legal documentation to help execute commercial transactions in Farmer Mac’s Agricultural Finance and Rural Infrastructure Finance lines of business and related funding transactions executed by the Finance team.

The position is expected to be based in our new headquarters located at 2100 Pennsylvania Avenue, NW, Washington, DC. We will consider hybrid/remote work arrangements for extraordinary candidates not based in the DC area.

Primary Responsibilities and Duties

• Provide legal and strategic advice and counsel on all legal matters relevant to Farmer Mac’s mission-related business and activities.
• Oversee legal-related aspects of transaction management, including legal documentation to help execute commercial transactions primarily related to secured lending, servicing, investments, and capital markets transactions. Representative work includes advising on transaction structures and drafting, reviewing, and negotiating legal documentation in: 
  • complex secured finance, institutional credit, and investment transactions, including master loan participation agreements and loan syndication agreements for agribusiness loans and telecommunications and digital infrastructure transactions such as broadband and network infrastructure, data centers, and cloud infrastructure;
  • offerings of asset-backed securities and unregistered debt and equity securities, including related diligence and review of transaction documents;
  • commercial mortgage loan documentation and loan closings for secured lending transactions, including interpretation of note and mortgage language, intercreditor agreements, UCC issues, and title work;
  • financing transactions for the acquisition, development, and construction of renewable energy projects;
  • acquisition of loan pools and servicing rights and related transition support;
  • unique Farmer Mac products such as AgVantage securities (covered bond structure) and off-balance sheet loan purchase commitments; 
  • loan servicing arrangements and documentation of required servicing actions such as amendments to loan terms, waivers, consents, assignments, and partial releases of collateral;
  • repurchase agreements, derivatives transactions, and corporate investments;
  • confidentiality agreements related to transactional work; and 
  • unique alliance/incentive/license arrangements with business counterparties.
• Assist in preparing and revising board and management policies, procedures, and other internal documentation related to Farmer Mac’s mission activities.
• Monitor relevant regulatory developments affecting Farmer Mac, inform business units, and work with them to implement necessary changes in response to regulatory developments.
• Manage outside counsel on complex transactional matters, including providing insight about unique Farmer Mac requirements, legal opinion content, reasonableness of fees, and conflict waivers.
• Work closely with the Business Development, Finance, and Operations/Servicing teams within Farmer Mac to provide day-to-day legal support and practical, solution-oriented advice to help the company and its stakeholders achieve business objectives.
• Perform such other duties as may be assigned by the General Counsel.

Skills and Qualifications

• Demonstrated knowledge of complex secured finance transactions, including mortgage or asset finance, real estate finance, project finance, syndicated transactions, participations, securitizations, and/or transactions involving mark-to-market or collateral/custody dynamics. 
• Experience in the financial services sector, with preference for experience representing regulated financial institutions.
• The ability and motivation to manage a large number of time-sensitive work projects, including management and standardization of documentation, and to work independently across departments or as part of a cross-functional team.
• Strong analytical capabilities and sound judgment, with a solution-oriented mindset and a collaborative approach to accomplishing objectives.
• Excellent verbal and written communication skills with the ability to clearly and concisely communicate issues and ideas with colleagues and counterparties.
• Strong work ethic, with the energy and desire to work in a dynamic and fast-paced environment.
• High degree of integrity and professional ethics and commitment to Farmer Mac’s mission to serve rural America.

Education and Related Experience

• J.D. degree and minimum of five years in relevant legal practice such as private law firm or other in-house counsel experience.
• Active bar membership in good standing (District of Columbia bar preferred)

Our compensation philosophy is targeted pay positioning relative to peers, our industry, and external markets. Farmer Mac is committed to a compensation program that will enable the organization to attract, motivate, reward, and retain highly skilled and creative talent to maintain sustained long-term performance and achieve the organization’s strategic business objectives. The typical base pay range for this role in the DC area is $175,000 to $210,000 per year. Compensation will vary based on experience and geographic work location.