Senior Counsel Securities Financing, Derivatives Regulation and SMAs

Vanguard is one of the world’s largest asset managers operating in the United States, Europe, Asia, Australia and Canada where it provides investment advisory services to more than 350 funds with approximately $3.8 trillion under management worldwide. The Senior Counsel in Vanguard’s Legal and Compliance Division will join the Derivatives Regulation and Separately Managed Accounts Global Practice Group based in Valley Forge, PA, with members in London, Hong Kong and Melbourne.

The primary area of focus will be on Vanguard’s global securities financing activities including supporting business teams responsible for securities lending (both agent and direct lending) and repurchase transactions. This active and expanding business is subject to ever increasing regulatory oversight with potential impact to the scope and structure of the market and business as well as to the underlying contracts. In addition to covering the business, the Senior Counsel will engage with legislators, regulators and trade associations to advocate for appropriate, effective and cost efficient regulations.

The Senior Counsel will provide legal advice and counsel to the business and have responsibility for external consultants and counsel when necessary. The Senior Counsel is expected to work closely with internal clients and other key internal stakeholders, and be responsible for:

  • Providing advice, counseling, education and presentations to internal clients and business units (BUs) in order to advise, guide and raise awareness of applicable legal issues, as well as educate and inform for better compliance with applicable policies, regulations and laws.
  • Conducting legal and/or factual research as necessary to support the needs and initiatives of the company.
  • Drafting and negotiating, as applicable, various legal documents and items of legal significance, as necessary, such as regulatory filings, contracts, memoranda, position statements, correspondence, and other documents and instruments including legal documentation for securities lending and borrowing as well as repurchase transactions, including market specific documentation and ancillary agreements such as guarantees and confidentiality agreements; resolve legal questions or disputes in performance of the same.
  • Where appropriate, selecting outside counsel to represent Vanguard and manage, coordinate, oversee and supervise the work being performed by such outside counsel; and review and evaluate outside counsel invoices.
  • Leading and/or supporting the training, development and substantive work of lawyers, as well as legal administrators, legal analysts and other non-lawyer professionals, in the Legal and Compliance Division.
  • Ensuring that legal matters implicating areas across the company are adequately addressed by recognizing legal issues when they arise, bringing those issues to the right people in the Legal and Compliance Division; and where necessary, coordinating responses to BUs to ensure that all legal concerns are addressed in a clear and consistent manner.
  • Leading, assisting and/or providing support for new services or initiatives undertaken by Vanguard.
  • Maintaining a high level of expertise in applicable areas of the law, Vanguard’s business, the mutual fund industry, and the securities financing industry through attendance at functions discussing our business (e.g., Annual Meetings), keeping current on industry and regulatory developments affecting our business, fostering an interest in Vanguard’s initiatives and new services and products offered; and researching applicable law, reading legal publications, and/or attending legal seminars.
  • Leading and advancing the Legal and Compliance Division’s other projects, endeavors and standards by modeling and exemplifying the Division’s standards (through work ethic, responsiveness to clients, attitude, adherence to the Vanguard Code of Ethics and exercise of good judgment), initiating and implementing new projects as necessary or appropriate, including preparing documentation and presentations on key legal/regulatory developments affecting the firm and various business lines, and supporting “Vanguard Unmatched Excellence” goals and contingency efforts.
  • Demonstrating judgment, creativity and technical expertise, breadth of vision and initiative, commitment and accomplishment, communication skills, and leadership in a manner expected of role models and leaders of the Legal and Compliance Division.
  • Participating in special projects and performing other duties as assigned.

Qualifications:

  • Must be a graduate of an accredited law school
  • Minimum 7+ years’ experience as an attorney and admitted into the state bar
  • Excellent knowledge of financial services activities
  • Knowledge and experience in securities lending, repurchase transactions, and custody arrangements (legal documentation and global regulatory framework), including MRAs, GMRAs, MSLAs, GMSLAs, Agent Lending Agreements, CUAs and ACAs
  • Ability to identify and manage legal and reputational risk; demonstrates sound business judgment and legal ethics
  • Track record for highly successful contract and dispute negotiations
  • Demonstrated ability to develop positive relationships and work confidently and cooperatively with legal colleagues, business unit managers/employees, and external entities such as outside counsel, clients, vendors, and other business partners
  • Strong communications skills
  • Strong practical experience with and knowledge of securities laws, UCC, ERISA, Investment Company Act of 1940, UCITS, and laws and regulations relating to insolvency, agency and risk based regulatory capital.
  • Strong leadership, workflow management and organizational skills; ability to handle a variety of projects simultaneously with minimal supervision, and the ability to prioritize to meet tight deadlines in the context of servicing a dynamic business unit
  • Skilled in drafting and presenting written and oral communications
  • Familiarity with key services provided by service providers to investment managers and financial institutions
  • Experience managing junior attorneys is a plus
  • Prior in-house experience is a plus

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