Job details

Counsel- Corporate Secretary

At BBH we value diverse backgrounds, so if your experience looks a little different from what we've outlined and you think you can bring value to the role, we will still welcome your application!

What You Can Expect At BBH:

If you join BBH you will find a collaborative environment that enables you to step outside your role to add value wherever you can. You will have direct access to clients, information and experts across all business areas around the world. BBH will provide you with opportunities to grow your expertise, take on new challenges, and reinvent yourself—without leaving the firm. We encourage a culture of inclusion that values each employee’s unique perspective. We provide a high-quality benefits program emphasizing good health, financial security, and peace of mind. Ultimately we want you to have rewarding work with the flexibility to enjoy personal and family experiences at every career stage. Our BBH Cares program offers volunteer opportunities to give back to your community and help transform the lives of others.

At BBH we value diverse backgrounds, so if your experience looks a little different from what we've outlined and you think you can bring value to the role, we will still welcome your application!

At Brown Brothers Harriman, we believe no job is too big or small for any of us to handle if it helps our clients. We value passionate, committed people who enjoy collaborating with others to find new solutions to complex business challenges. We are looking for the type of person who speaks their mind, truly listens and steps outside their role to add value wherever they can. Someone who is driven to get things done and views obstacles as an exciting challenge that demands a creative solution. Above all, we seek someone who takes great pride in their work and is inspired and motivated by their role in protecting and enhancing our client’s financial well-being.

If you are looking for an entrepreneurial environment where you can learn and thrive, Brown Brothers Harriman is the right place for you.

Join us as a Counsel- Corporate Secretary

The Counsel- Corporate Secretary has overall responsibility for the integrity of the Firm’s legal-entity governance framework. The position occupies a key role in the efficient administration of the boards of directors and audit committees of Brown Brothers Harriman & Co.’s operating subsidiaries (in the US, Cayman Islands, UK, Ireland, Luxembourg, Switzerland, Japan, Hong Kong, China). The Corporate Secretary is responsible for providing advice as to requirements and best practices with respect to the legal and organizational structure of the Firm and its subsidiaries, operation of the subsidiaries’ quarterly board and audit committee meetings, and corporate organizational documents, and for providing overall support to the directors and audit committee members on the execution of their responsibilities. The position directly manages a small team, consisting of two assistant corporate secretaries and an administrative assistant.

If you are looking to push your career to the next level, introduce yourself by submitting your resume.

Some of your key responsibilities include:

Provide legal advice on local requirements and best practices relating to board / audit committee and entity governance issues, including conflicts of interest, director independence, fiduciary duties and oversight responsibilities. Coordinate with General Counsel, local lawyers and Compliance officers on the interplay with local legal and regulatory requirements for regulated or non-related subsidiaries.
Act as legal adviser to the subsidiaries’ directors and audit committee members. Provide annual director training.
Advise on, and handle, corporate transactions in conjunction with local counsel or advisers, including creation, merger, or winding up of operating and non-operating subsidiaries. Coordinate with senior product lawyers and local Compliance officers in relevant jurisdictions. Draft relevant corporate documents and resolutions relating to the same.
Liase with auditors, lawyers, tax advisers, and shareholders on board governance issues, including preparation of BBH governance (not financial) materials supporting issuance of BBH financials.
Attend and prepare minutes of board and audit committee meetings to properly and accurately document the actions of the board / committee.
Responsible for assisting the subsidiaries’ boards of directors and audit committees to comply with their respective organizational documents and charters. Oversee the preparation of agendas and meeting presentations.
Liase with auditors, lawyers, tax advisers, and shareholders on board governance issues.
Responsible for establishing requirements for, and overseeing filings to, maintain the Firm’s organizational structure, including filings required to transact business in various jurisdictions, corporate governance filings required in various jurisdictions, and filings upon a change to directorships, a change to partnership / shareholders, or other organizational changes.
Provide legal advice on general governance-related matters. Attend and prepare minutes of other high-level Firm oversight committee meetings.
Responsible for overseeing the maintenance of non-operating subsidiaries, including written resolutions and corporate filings.
Responsible for establishing the framework for, overseeing maintenance of entity-level signature circulars.
Prepare, review and maintain intercompany agreements documenting services provided by one BBH entity to another. Coordinate with local lawyers, Compliance officers, Risk officers, and business people.
Review and negotiate auditor engagement letters.
Prepare and periodically review and update organizational documents and charters.
Provide direction, feedback, training, and development to the Legal Secretary’s Office team.
Promote a collaborative environment.
Communicate and deliver on strategy, goals and objectives of the group to ensure the team has the information and tools necessary to progress.
Establish policies and procedures for operation of Legal Secretary’s Office.

Desired Qualifications:

10 + years of experience; A law degree (JD or equivalent).
Working knowledge of corporate law.
In-house legal experience is preferred. If experience is at outside counsel, experience advising on governance matters and preparing governance documents (like minutes) is preferred.
Excellent written and oral communication skills
Good interpersonal skills.
Management and organizational skills. Detail oriented
An understanding of the legal system as it affects a regulated financial institution.
A sense of balance no matter how pressured a situation.
Ability to manage multiple projects simultaneously.
Strong sense of business and legal ethics

What You Can Expect At BBH:

If you join BBH you will a find collaborative environment that enables you to step outside your role to add value wherever you can. You will have direct access to clients, information and experts across all business areas around the world. BBH will provide you with opportunities to grow your expertise, take on new challenges, and reinvent yourself—without leaving the firm. We encourage a culture of inclusion that values each employee’s unique perspective. We provide a high-quality benefits program emphasizing good health, financial security, and peace of mind. Ultimately, we want you to have rewarding work with the flexibility to enjoy personal and family experiences at every career stage. Our BBH Cares program offers volunteer opportunities to give back to your community and help transform the lives of others.

We are an equal opportunity employer and all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age, genetic information, creed, marital status, sexual orientation, gender identity, disability status, protected veteran status, or any other protected status under federal, state or local law.

Salary Range

$200,000 to $240,000, which is specific to New York, NY

BBH’s compensation program includes base salary, discretionary bonuses, and profit-sharing. The anticipated base salary range(s) shown above are only for the indicated location(s) and may differ in other locations due to cost of living and labor considerations. Base salaries may vary based on factors such as skill, experience and qualification for the role. BBH's total rewards package recognizes your contributions with more than just a paycheck—providing you with benefits that enhance your experience at BBH from long-term savings, healthcare, and income protection to professional development opportunities and time off, our programs support your overall well-being.

By Brown Brothers Harriman

Brown Brothers Harriman (BBH) is a privately owned and managed financial services firm. We serve the most sophisticated individuals and institutions with expertise in Private Banking, Investment Management, and Investor Services. Without the dis...

16 jobs

FUNDING

Private

INDUSTRY

Investment & Asset Management

TEAM SIZE

1001-5000

LOCATION

Hybrid, based in New York, NY

DATE POSTED

June 9, 2023