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Director, Assistant General Counsel–Governance & Securities

Location: McLean, Virginia
Job ID R114055 Updated date 06/07/2021
Center 1 (19052), United States of America, McLean, Virginia

Director, Assistant General Counsel–Governance & 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 and SEC reporting and public disclosure processes. This is a critical role within the organization, as you will lead the entire logistical support for the Board and its committees, and support a range of securities compliance matters.

Responsibilities

You will be responsible for the following:

  • Leading a small, yet mighty team, that provides comprehensive logistical and legal support for Capital One’s Board and its Committees, including drafting meeting minutes, resolutions, and other Board and governance related documents and materials

  • Providing advice and counsel on a broad range of securities and corporate governance matters, including governance and organizational documents, ESG, shareholder proposals, annual stockholder meeting, proxy statement, securities law filings, and transactional and regulatory matters

  • Supporting the drafting, review and related processes for a broad range of SEC filings, including the proxy statement, Forms 10-Ks, 10-Qs and 8-Ks, as well as supporting a range of executive compensation and equity administration matters, including Section 16 filings and insider trading policies 

  • Managing and coordinating outside counsel, when necessary

The successful candidate will have the following experience and skills:

  • Experience with a broad range of SEC filings (including 10-Ks, 10-Qs, 8-Ks and proxy statements), Section 16 filings, press releases and other public disclosures and other matters relating to disclosure, executive compensation and equity administration

  • Expertise in the ’34 Act, Reg FD, Sarbanes-Oxley, Section 16, proxy rules and other rules and regulations governing disclosure and executive compensation

  • Demonstrated expertise in the corporate governance field, including familiarity with ESG issues

  • Experience in an in-house legal department advising senior management and the board of directors on governance and securities matters

  • Knowledge of current SEC laws and regulations

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

  • Ability to manage multiple projects, take on new responsibilities and handle novel issues 

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

  • Ability to rapidly synthesize new information and make timely decisions based on that information

  • Proven ability to operate effectively in a complex, highly-regulated, and evolving environment

  • Ability to work in a fast-paced environment with minimal supervision

  • Strong organizational skills with impeccable attention to detail

  • Excellent analytical, oral and written communication skills

Basic Qualifications:

  • Juris Doctor from an accredited law school

  • Active member in good standing of at least one state bar

  • At least 6 years of experience in a major law firm or in-house legal department, with a focus on corporate governance and SEC filings

Preferred Qualifications:

  • 7+ years of experience in an in-house legal department for a financial institution and engaged in corporate governance and corporate law

  • People management experience

At this time, Capital One will not sponsor a new applicant for employment authorization for this position.

No agencies please. Capital One is an Equal Opportunity Employer committed to diversity and inclusion in the workplace. All qualified applicants will receive consideration for employment without regard to sex, race, color, age, national origin, religion, physical and mental disability, genetic information, marital status, sexual orientation, gender identity/assignment, citizenship, pregnancy or maternity, protected veteran status, or any other status prohibited by applicable national, federal, state or local law. Capital One promotes a drug-free workplace. Capital One will consider for employment qualified applicants with a criminal history in a manner consistent with the requirements of applicable laws regarding criminal background inquiries, including, to the extent applicable, Article 23-A of the New York Correction Law; San Francisco, California Police Code Article 49, Sections 4901-4920; New York City’s Fair Chance Act; Philadelphia’s Fair Criminal Records Screening Act; and other applicable federal, state, and local laws and regulations regarding criminal background inquiries.

If you have visited our website in search of information on employment opportunities or to apply for a position, and you require an accommodation, please contact Capital One Recruiting at 1-800-304-9102 or via email at RecruitingAccommodation@capitalone.com. All information you provide will be kept confidential and will be used only to the extent required to provide needed reasonable accommodations.

For technical support or questions about Capital One's recruiting process, please send an email to Careers@capitalone.com

Capital One does not provide, endorse nor guarantee and is not liable for third-party products, services, educational tools or other information available through this site.

Capital One Financial is made up of several different entities. Please note that any position posted in Canada is for Capital One Canada, any position posted in the United Kingdom is for Capital One Europe and any position posted in the Philippines is for Capital One Philippines Service Corp. (COPSSC).

Who We Are

At Capital One, we’re building a leading information-based technology company. Still founder-led by Chairman and Chief Executive Officer Richard Fairbank, Capital One is on a mission to help our customers succeed by bringing ingenuity, simplicity, and humanity to banking. We measure our efforts by the success our customers enjoy and the advocacy they exhibit. We are succeeding because they are succeeding.

Guided by our shared values, we thrive in an environment where collaboration and openness are valued. We believe that innovation is powered by perspective and that teamwork and respect for each other lead to superior results. We elevate each other and obsess about doing the right thing. Our associates serve with humility and a deep respect for their responsibility in helping our customers achieve their goals and realize their dreams. Together, we are on a quest to change banking for good.