Counsel, Vice President - Securitized Products

Role Description

SMBC is seeking a junior to mid-level attorney to join the firm’s close-knit capital markets legal team responsible for providing primary legal coverage for the firm’s securitized products platform. SMBC’s securitized products franchise is active and growing – the firm is an experienced underwriter and lead structurer for (1) traditional term asset-backed securities (“ABS”) products (credit cards, autos, etc.), (2) broadly-syndicated and private credit / middle-market collateralized loan obligations (“CLOs”), (3) esoteric and non-flow ABS products (data center, etc.), (4) warehouse financing to support ABS and CLO activity, and (5) capital solutions products such as synthetic risk transfers, credit-linked notes, portfolio sales and other bespoke or esoteric balance-sheet management transactions.

The ideal candidate will have demonstrated experience with securitized products including CLOs and/or ABS and related warehouse lending products. While prior in-house experience is preferred, the candidate will be working with two experienced in-house attorneys willing to train and mentor law firm attorneys looking for a different career path.

Role Objectives

Responsibilities will include (i) partnering with and providing legal advice to internal stakeholders who structure, underwrite, and invest in the firm’s securitization platform, (ii) partnering with external counsel and front office teams to review and negotiate transaction documentation for the same, (iii) developing and maintaining internal resources to support the firm’s growth and position in the market (e.g., form documentation, “playbooks,” market insights on material terms, etc.), (iii) identifying and advising on a broad range of legal and regulatory issues relating to securitized products generally, (iv) collaborating with other members of the Americas Division Legal Department to ensure a consistent approach to institutional issues and (v) collaborating with colleagues in other functions including compliance, risk, planning and others to review policies and practices and consider new initiatives.

Responsibilities

• Provide legal advice and support relating to CLOs, ABS and other term securitization origination, distribution and investment, including various forms of warehouse and other asset accumulation financing.
• Provide legal advice to the firm’s ABCP conduit program and other securitization businesses, including reviewing and negotiating receivables purchase agreements, loan agreements, engagement letters, commitment letters and other transaction documents.
• Identify U.S. and cross-border legal, regulatory, and market issues affecting the securitization business, including compliance with the U.S. securities laws, Volcker Rule, US and EU risk retention, investor disclosure requirements and other industry-wide legal and regulatory issues. Provide clear, concise, and accurate legal advice.
• Maintain and update form documents for the securitization businesses.
• Collaborate and coordinate with attorneys in Legal and other internal partners to ensure adherence to institutional standards and policies. Escalate material issues and developments to senior attorneys and members of management.
• Contribute to industry initiatives through SIFMA, SFA, LSTA, and other trade organizations.

Qualifications and Skills

• Admission to the New York bar (or clear qualification of eligibility for waiving in from another jurisdiction with which New York has reciprocity) and a member of good standing of such bar.
• A minimum of 4-5 years of experience advising on securitization structures at a law firm or in-house legal department. Excellent legal and analytical skills and expertise in securitization.
• Experience in general secured credit transactions, limited and non-recourse financings, insolvency and bankruptcy, and cross-border financing is preferred.
• Ability to see past the question and understand the bigger picture. Ability to balance competing demands and protect institutional interests. Ability to articulate complex concepts and ideas and apply them at a practical level to real-world situations.
• Excellent communication skills, technical drafting skills, and issue-spotting skills. Ability to work under pressure, operate comfortably in a fast-paced, demanding environment, and manage a significant workload with minimal supervision. Ability to think creatively and propose solutions.
• Cross-cultural sensitivity required. Must be a team player.