Corporate Counsel

Description:

The Corporate Counsel plays an integral role to ensure the Bank’s growth and expansion is achieved ensuring adherence with state and federal laws. Serves as a trusted legal advisor to the Company, providing comprehensive legal support across a wide range of matters including corporate governance, contracts, regulatory compliance, lending and other business operations. Reporting to the Chief Risk Officer and Corporate Secretary, this role offers the opportunity to work collaboratively across departments to identify, assess, and mitigate legal and regulatory risks while supporting the Bank’s mission of servicing the community with integrity and excellence. Designated registered agent for U.S. Century Bank, USCB Financial Holdings Inc., and their subsidiaries and/or affiliates. Designated the Legal Liaison for outsourcing of legal services. This is a hands-on, generalist in-house position ideal for an attorney with strong business judgement, a practical approach to problem-solving, and a solid understanding of financial services operations.

Requirements:

Essential Duties and Responsibilities

These sections intend to describe the general nature of work performed by the Corporate Counsel. Other duties and/or tasks may be assigned on a needed basis. The incumbent is expected to perform these duties independently and seek supervisor support when additional guidance is needed.

Corporate Registered Agent and Service of Process: The Corporate Counsel provides legal support to the Companies to ensure all business and operational activities are conducted in accordance with the Company’s articles of incorporation and by-laws. Is designated registered agent for U.S. Century Bank and its affiliated entities, including the Florida Peninsula Title Company and USCB Financial Holdings, Inc. Oversees all notices and ensure that any legal and statutory matter is handled appropriately. Is responsible for filing the annual reports required by the State of Florida, as well as supporting management in conducting annual shareholder meetings and other corporate obligations. Responsible for handling service of process for the Companies, providing guidance to support staff and/or preparing official responses for subpoenas, writs of garnishment, tax liens/levies, notices of hold/freeze, summons, legal complaints, court orders and litigation-related documents. Maintain accurate and complete records of service of process in a log for proper audit trail. Ensure service of process is compliant with internal policies and procedures, and in compliance with Right to Financial Privacy Act.

Legal Support for Corporate and Related Party Transactions: When the Bank seeks to engage in corporate and related party transactions, the Corporate Counsel will analyze the transaction to ensure compliance with all relevant laws, policies and compliance standards, including but not limited to Regulations L, O, or W, Nasdaq, SEC or other covenant requirements. Review of corporate and related party transactions to ensure also adherence with the Company’s conflict of interest, ethics and other corporate policies. Monitors changes to laws, rules and regulations to ensure corporate policies and procedures remain compliant.

Contract Support and Oversight: Review, draft, and negotiate a variety of contracts, including vendor, technology, service, and confidentiality agreements. As a part of this process, review all terms and conditions, make recommendations following applicable internal policies and procedures. For contracts that require advice from outside counsel, the Corporate Counsel will recommend selection of law firms and collaborate as liaison for engagements, as needed. Collaborate cross-functionally to support the full life cycle of contract and significant contract events, e.g. expirations, extensions, renewals, breaches, terminations, and vendor performance. Review, draft, negotiate confidentiality and non-disclosure agreements. Collaborate cross-functionally to maintain centralized and complete records for contracts, non-disclosure and confidentiality agreements.

Legal Support for Corporate Governance Activities: Support corporate governance activities, including preparing and/or reviewing minutes for Board and Committee meetings, drafting resolutions, drafting certifications and/or attestation documents for directors and officers, drafting special memos, administering corporate governance portal, maintaining corporate records and assisting with board materials.

• Minutes: Drafting Board and Committee minutes, ensuring accuracy, completeness, and timely presentation for review and approval. Ensure all approved minutes are made a part of the corporate records and published in the corporate governance portal. Support auditor requests for access to minutes and other corporate records, following established policies and procedures.
• Resolutions, Policy and Charter Approvals: Drafting resolutions to reflect decisions of the Board or Committees. Ensure resolutions are made a part of corporate records of the Bank and published in the corporate governance portal. Responsible for communicating internal stakeholders of resolutions and Board approvals, as appropriate.
• Legal Management Reports: Responsible for preparing executive summaries on current ongoing litigation matters, related-party transactions, insider trading transactions, and other items of legal significance for presentation to the Board of Directors and/or relevant Committee(s).
• Handling Request for Corporate Records and Inquiries: Assists with response to regulatory and examination inquiries concerning corporate and legal matters. Assist with response to auditor and examination request for minutes and other corporate records, following established policies and procedures.

Outsourcing of Legal Services: Support the Division head with outsourcing of specialized legal services. Legal liaison for outsourcings, assisting with the vetting and selection of law firms, coordinating engagement and ensuring cost-effective and efficient representation. Assist with review of invoices and expense tracking for legal outsourcings. Ensure all law firms retained for legal support are presented for Board of Directors approval and/or ratification annually. Ensure outsourcing of legal support is done following vendor due diligence requirements.

Regulatory Compliance for Banking Products and Services: Collaborate with compliance and risk teams to ensure adherence to federal and state banking law and regulations. Advise management and business units on legal and regulatory issues related to banking operations, lending, and consumer products. Reviewing terms and conditions for products and services, researching applicable laws and regulations to provide guidance and legal support, as needed. Supports with interpretative guidance on federal, statutory and regulatory compliance developments. Assists with drafting of official letters and correspondence for state and/or federal regulators.

Other Duties: Supports the Division head with development and/or review of internal policies and procedures to mitigate legal and compliance risks, to ensure efficient and effective management of corporate and legal affairs. Assists with special projects, audits, regulatory examinations, business, corporate, compliance, risk management and other initiatives that may be assigned.

Backup Duties: Designated back up to the Corporate Secretary, Administrative Corporate Secretary and Corporate Paralegal, by performing essential duties to ensure the continuity of corporate governance and legal affairs.

Supervisory Responsibilities: None.

Qualifications and Requirements: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be to enable individuals with a disability to perform the essential functions.

• Education - Juris Doctor (J.D.) degree from an accredited university.
• Licensure - Member of the Florida Bar. Licensed to practice law in the State of Florida.
• Experience - Minimum of three (3) to five (5) years of relevant legal experience, preferably including in house counsel or law firm experience representing financial institutions, lenders, or corporate clients.
• Strong knowledge of banking regulation, business law, contracts, and corporate governance.
• Demonstrated ability to apply legal knowledge to provide pragmatic, business-oriented legal advice to address a variety of business, operational and/or compliance challenges.
• Strong organizational skills and ability to manage multiple priorities independently, prioritizing and completing work in a timely manner.
• Strong interpersonal skills, professionalism, and ability to promote positive working relationships.
• High degree of professional integrity, discretion, and judgment.

Other Preferred Skills

• Ability to relate well with others and quickly create a working rapport.
• Ability to present complex information and analyses in a concise manner.
• Analytical, problem-solving, research skills and attention to detail.
• Critical thinker, inquisitive and curious to learn.
• Proven leadership capabilities and able to excel in a fast-paced work environment.
• Familiarity with BSA/AML, OFAC and other compliance frameworks.
• Exposure to corporate law, public companies and vendor management matters.
• Proficient level in MS Office applications, e.g., Word, Excel, PowerPoint, Teams.

Language Skills: Effective verbal, written communication and presentation skills. Including ability to read, analyze, and interpret common business, banking, and legal documents. Able to respond to common inquiries or complaints from customers, internal customers or external stakeholders conforming to service and communication standards adopted. Bilingual (English/Spanish) preferred.

Physical Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is frequently required to stand; walk; sit; use hands to finger, handle, or feel objects or controls; reach with hands and arms and talk or hear. The employee is occasionally required to stoop, kneel, crouch, or crawl. The employee must frequently lift and/or move up to 10 pounds. Specific vision abilities required by this job include close vision.

Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The work environment is a climate-controlled office setting where the noise level is usually moderate.

Work Habits: Include regular attendance, teamwork, initiative, dependability, and promptness.

Compensation and Benefits: Competitive salary range, commensurate to experience and qualifications. Comprehensive benefits package, including medical coverage, 401(K) plan with employer match. Paid vacations, holidays, and professional development support.

Disclaimer: This job description is not an employment agreement or contract. Management has the exclusive right to alter this job description at any time.

Responsible for compliance with following regulations (as applicable):

• Bank Secrecy Act (BSA)
• Anti Money Laundering (AML)
• Office of Foreign Asset Control (OFAC)
• Know your Customer (KYC)
• Deposit regulations (e.g., Reg. DD- Truth in Savings, Reg. E-Electronic Funds Transfer Act, etc.)
• Lending regulations (e.g., Reg. B- Fair Lending, Reg. C-HMDA, Reg. Z- Truth in Lending Act, etc.)
• Unfair, Deceptive, Abusive, Acts or Practices (UDAAP)
• Community Reinvestment Act (CRA)
• Gramm-Leach-Bliley Act (GLBA) and Privacy Act.

USCB - Policies and Procedures: All officers and employees of the Bank are to maintain an understanding of all USCB policies and procedures as outlined in the Bank’s intranet portal. All employees are to follow said policies and procedures and report any knowledge of a variance of the same.

USCB - About Us: As a community bank, we are committed to building lasting relationships and strengthening the communities we serve. Our employees are empowered to make meaningful contributions in an environment that values collaboration, innovation, and integrity.

Equal Employment Opportunity Statement: U.S. Century Bank is an Equal Opportunity Employer. We provide equal employment opportunities to all employees and applicants without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, or any other characteristic protected by law.

Must be South Florida resident.

MEMBER FDIC/EQUAL OPPORTUNITY/AFFIRMATIVE ACTION EMPLOYER/DRUG FREE WORKPLACE