Director, Assistant General Counsel - Governance and Securities

Director, Assistant General Counsel - Governance and Securities

The Governance & Securities team is seeking an experienced attorney to join a dynamic group of legal professionals who support Capital One’s Board of Directors, executive management and its public disclosure processes. This is a critical role within the organization, as you will lead and manage certain disclosure and governance functions, including ESG reporting. Additionally, you will provide support for a range of securities compliance and disclosure matters, manage the administration of certain governance policies and guidelines and support our investor relations team. This is a highly visible role within the organization requiring maturity and professionalism in interacting with executive leadership and the Board of Directors.

In this role, you will help to identify risks and solve problems alongside a team of world-class professionals. You will find that the Legal Department is not a “check the box” function but instead, an important voice and strategic partner in all aspects of the business. You will discover a collaborative environment that values your insight, encourages you to take on new responsibility, promotes continuous learning, and rewards innovation and intellectual curiosity.  

Responsibilities:

• Providing counsel and support on Capital One’s ESG planning initiatives as well as assisting with the drafting and release of Capital One’s ESG Report and other ESG disclosures

• Monitoring and advising on new and evolving ESG related rules and regulations

• Providing advice and counsel on a broad range of corporate governance and securities law matters, including governance and organizational documents, securities law filings, and transactional and regulatory matters

• Providing comprehensive support for Capital One’s Board and its committees, including drafting meeting minutes, resolutions, and other Board and governance related documents and materials

• Drafting, reviewing and managing related processes for a broad range of SEC filings 

• Supporting Investor Relations and executive management on the preparation for quarterly earnings and investor engagement and outreach 

• Managing and overseeing the administration of corporate governance guidelines and corporate policies, such as the Capital One insider trading policy

• Managing and coordinating outside counsel, when necessary

The successful candidate will have the following experience and skills:

• Experience advising senior management and the board of directors on corporate governance and securities matters

• Knowledge of current SEC and NYSE rules and regulations governing public companies

• Experience with a broad range of SEC filings and other public disclosures

• Ability to prioritize and manage a significant volume of projects on a broad array of topics with multiple and simultaneous deadlines

• Excellent analytical, oral and written communication skills

• Strong project management and organizational skills with impeccable attention to detail

• Ability to build collegial and effective relationships with business clients, attorneys, project managers, and corporate compliance professionals at all levels of the company

Basic Qualifications:

• Juris Doctor from an accredited law school

• Active member in good standing of a least one state bar or similar standing in a foreign jurisdiction which meets the requirements of the applicable state bar to be authorized to practice law for Capital One

• At least 5 years of experience in an in-house counsel role or at a law firm

• At least 5 years of experience in a corporate governance and securities law practice

Preferred Qualifications:

• 8+  years of experience in an in-house counsel role or combined experience at a law firm and in-house counsel role 

• Experience working on securities and corporate governance matters at a financial institution 

• Experience working directly with senior executives and the board of directors

• Experience drafting and reviewing ESG reports and other ESG disclosures

 

At this time, Capital One will not sponsor a new applicant for employment auth