Senior Counsel - Structured Investments

If you're passionate about being part of a diverse organization that enables a Fortune 100 company with nearly $70 billion in annual sales to deliver innovative business solutions with excellence, then Nationwide's Legal team could be the place for you! At Nationwide®, “on your side” goes beyond just words. Our customers are at the center of everything we do and we’re looking for associates who are passionate about delivering extraordinary care.

Nationwide’s Investments Legal Practice Group within the Office of the Chief Legal Officer is seeking an experienced attorney to support the Department of Investments with a primary focus on structured finance. This role provides strategic legal guidance on the structuring, negotiation, and execution of complex transactions involving asset-backed securities (ABS), collateralized loan obligations (CLOs), structured notes, securitizations, and related structured products. The successful candidate will collaborate closely with senior Investments Legal attorneys, investment professionals, compliance, risk, and other internal stakeholders, as well as external counsel and counterparties, to facilitate transactions and ensure compliance with applicable laws and regulations.

Key Responsibilities:

• Advise on the structuring and execution of structured finance transactions, including securitizations such as ABS, CLOs, RMBS, CMBS, as well as other private asset-backed finance transactions.

• Draft, review, and negotiate a wide range of transaction documents, such as indentures, pooling and servicing agreements, offering memoranda, purchase agreements, trust agreements, partnership agreements, and related documentation.

• Provide legal support for structured note issuances, warehouse facilities, and financing arrangements.

• Analyze and interpret offering materials, term sheets, transaction documents, and ongoing deal communications.

• Monitor and advise on regulatory developments impacting structured finance and insurance company investments, including state insurance law, SEC, NAIC, and other applicable requirements.

• Collaborate with internal stakeholders to assess risk, compliance, and operational considerations for structured transactions.

• Manage relationships with external counsel and counterparties to ensure timely and efficient execution of transactions.

• Support internal governance processes and provide guidance on legal and regulatory obligations related to structured products.

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Job Description Summary

Would you thrive in an environment where you can deliver top-quality legal services to support the goals and business objectives of a Fortune 100 insurance and financial services company? If you possess the legal education, skills and expertise needed to provide outstanding service, advice, and counsel, we want to hear from you!

As Senior Counsel, you will independently provide deep expert legal advice and counsel on highly complex legal matters with senior level leaders. You will negotiate significant income generating deals on behalf of business partners and the enterprise. We’ll count on you to create valuable risk management recommendations by leveraging sound risk assessment information and actively identifying and logically assessing potential legal risks in ambiguous, unique and/or the most complex business situations which have the greatest potential for significant impact to the company.

Job Description

Key Responsibilities: 

• Provides legal subject matter expertise on specialized privacy, real estate, investment, or capital markets related matters and transactions.

• Advises, counsels, develops conclusions and recommendations, negotiates on behalf of business partner, drafts necessary legal documents, and closes deals that are financially significant, high-risk, or highly complex and that directly generate income and affect the enterprise’s profitability.

• Creates valuable risk management/mitigation recommendations leveraging sound risk assessment information to further achievement of the enterprise’s privacy, real estate and investment portfolios.

• Regularly interacts with senior leaders in the Company on legal matters within his or her area(s) of legal expertise. Has input into or influence on Company decision-making.

• Takes the lead role in matters that are highly complex, strategic or sensitive in nature while understanding the business partner's position and needs and considering the long-term business and strategic consequences of possible outcomes.

• Meets with business partners to understand business processes and needs.

• Keeps senior leaders and appropriate management of Company informed of case law and new legislation, as appropriate.

• Has a broad network of established relationships both internal and external to the organization, particularly in recognized areas of subject matter expertise.

• On behalf of the Company or the area of expertise, has significant interaction with persons outside of the Company, including opposing counsel, industry regulators, peer groups, and outside advisors.

• Works independently and may lead teams to resolve highly complex legal and organizational issues. May have management responsibility for a small group of legal resources within an area of law.

• May supervise, assign work to and coordinate tasks, projects, or assignments for other associates. May be responsible for the development, coaching, training, and mentoring of individual team members.

• Ensures compliance with approved outside counsel budget. May make outside counsel budget recommendations.

May perform other responsibilities as assigned. 

Reporting Relationships:  Reports to VP / AVP / Managing Counsel.

Typical Skills and Experiences: 

Education: Juris Doctorate from an American Bar Association-accredited law school.

License/Certification/Designation: Associates reporting within Nationwide’s Office of the Chief Legal Officer (OCLO) who are functioning in attorney roles must be fully licensed in accordance with OCLO policy, in good standing and in compliance with all continuing legal education requirements at all times in the state(s) in which they practice. 

Experience: Typically has 15 or more years of relevant legal experience. May have management experience. Has significant experience with or knowledge of one or more areas of law, complex legal practices and procedures, project management concept and techniques. Considered a subject matter authority within his or her areas of legal expertise. Sound business acuity and knowledge of the business goals and objectives as they relate to the matter at hand.

Knowledge, Abilities and Skills: Considered a legal subject matter expert within privacy, real estate, investments, or capital markets related practice areas, having significant legal experience with and knowledge in one or more of those areas.  Understanding of complex legal practices and procedures, and familiarity with and significant experience negotiating complex structures, multi-faceted transactions, and joint ventures. Given the related legal constraints, appropriate risk tolerance, and the business objectives, ability to apply practical, reasoned and effective solutions to complex legal matters and issues, including those with no established precedent, and to develop creative solutions to unique legal problems.  Takes the lead role in negotiations that are complex, strategic or sensitive in nature.  Skilled with project management concepts and techniques. Possesses sound business acumen and demonstrates ability to understand the business goals and objectives as they relate to the relevant practice area and matter at hand. Analytical ability to interpret sophisticated agreements and applicable statutes and regulations. Actively identifies and logically assesses potential legal risks in ambiguous, unique and/or highly complex business situations. Skilled with difficult conversations and appropriately challenging business partners when necessary; effectively and directly responds to challenges to delivered advice and counsel. Decision-making ability to set work priorities and make recommendations. Ability to lead, initiate, organize and coordinate highly complex projects and/or cases and cross-functional projects. Strong verbal and written communication skills. Supervisory skills helpful. May have significant professional and/or civic involvement.

Other criteria, including leadership skills, competencies and experiences may take precedence.

Staffing exceptions to the above must be approved by the hiring manager’s leader and HR Business Partner.

Values: Regularly and consistently demonstrates Nationwide Values.

Job Conditions:

Overtime Eligibility: