Corporate Governance, Vice President - Assistant General Counsel

As part of Legal Department, you are at the center of keeping JPMorgan Chase strong and resilient. You help the firm grow its business in a responsible way by anticipating new and emerging risks, and using your expert judgement to solve real-world challenges that impact our company, customers and communities. Our culture in Legal Department is all about thinking outside the box, challenging the status quo and striving to be best-in-class.

As a Corporate Governance Vice President, Assistant General Counsel within the Corporate Governance Practice Group, you will work closely with senior management and senior attorneys to advise on corporate governance matters including with respect to the Board’s Corporate Governance & Nominating Committee and the Firm’s proxy statement and annual meeting of shareholders.  The role includes interaction with various executive-level internal clients across lines of business and corporate functions and offers significant opportunities for learning and professional development.

The Legal Department at JPMorgan Chase & Co. manages legal and other risks, advises on products and services, interprets laws and regulations that impact the firm, and advises the firm on other matters.  Our global team is made up of 2,000 lawyers and legal professionals with a reputation as thought leaders who deliver best-in-class services. As trusted advisors, we help the firm’s clients while also safeguarding the integrity of the firm.  We are committed to a culture of inclusivity and belonging, where people can grow and succeed throughout their careers while working for a first-in-class financial institution doing cutting-edge work. If these values resonate with you, we would like to hear from you.

Job responsibilities: 

• Provide legal support for the Corporate Governance & Nominating Committee of the JPMorgan Chase & Co. Board of Directors, including performing relevant research and drafting meeting materials and minutes
• Provide legal support on various matters of corporate governance, supervision, regulatory reporting, industry developments, benchmarking, director recruitment and succession planning, qualifications for Board and Committee service (including director independence and committee requirements, Clayton Act Section 8 considerations and the Depository Institution Management Interlocks Act (DIMIA)), Board and Committee self-assessments, director compensation, shareholder activism, etc.
• Advise on the Board’s fiduciary duties under Delaware and federal law
• Provide expert legal advice on Reg. S-K and other disclosure requirements in connection with the annual proxy statement and shareholder proposals, and draft portions of the proxy statement, including with respect to the election of directors and corporate governance matters and responses to shareholder proposals
• Participate in the SEC no-action process for shareholder proposals, including working closely with outside counsel and internal subject matter experts to draft and review letters
• Advise on legal requirements for JPMorgan Chase & Co.’s Annual Meeting of Shareholders and assist in managing shareholder Q&A at the Annual Meeting
• Advise on Section 16 matters and 10b5-1 plans, including the Firm’s policy on insider trading and regulatory disclosures
• Draft governance-related 8-Ks
• Draft or review relevant portions of various corporate reports and disclosures
• Monitor and analyze changes to applicable laws and regulations affecting corporate governance, advise on best practices and necessary adjustments to policies and practices, participate in horizon-scanning efforts, and oversee the Practice Group’s responsibilities with respect to the Office of Legal Obligations 
• Advise on corporate governance implications and requirements for M&A transactions and internal legal entity reorganizations and capital actions

Required qualifications, capabilities and skills:

• JD or educational equivalent required.  
• Active bar admission in at least one state
• At least 5 years of relevant experience as a practicing attorney in a large law firm or in-house setting, with primary emphasis in corporate governance and SEC reporting matters
• Experience supporting and/or working with boards of directors and senior management
• Strong experience advising on reporting and disclosure requirements under SEC and NYSE rules, and working cross-functionally to draft and review periodic SEC reports and annual proxy statements
• Outstanding verbal and written communication skills
• Excellent work ethic and high degree of professionalism as well as strong judgment and discretion
• Proven ability to work both independently and within a team
• Superior organization, decision making and problem solving skills
• Ability to multi-task and work in a fast-paced, changing environment and to balance multiple, concurrent projects
• Self-motivated, collaborative team player with a proactive approach

All candidates for roles in the Legal department must successfully complete a conflicts of interest clearance review prior to commencement of employment.