Associate Counsel, Institutional Investments & Corporate Services

Dallas, TX
Full Time
07-03-2020
Job #: ASSOC01024 Exp.: 8 - 10 Years
Description:
GuideStone is a diverse financial services organization that services more than 200,000 clients nationwide in the faith-based marketplace. We offer retirement, insurance, investment management, property and casualty coverage, and executive planning products and services to the Southern Baptist and wider evangelical Christian community. GuideStone sponsors the nation’s largest Christian-screened registered mutual fund family and is located in Dallas, Texas. We are an innovative organization that invests in the spiritual, relational, financial, physical and professional development of our employees. We have a culture that values excellence, teamwork, humility, integrity, compassion and stewardship. We offer employees a generous benefits package, flexible work schedules, the opportunity to be involved in community outreach and tuition reimbursement.

The Associate Counsel position provides legal services to GuideStone Financial Resources and its affiliates with a primary focus on legal considerations related to institutional investment products and services. This position will focus on a number of complex legal issues pertaining to investments by institutions in public and private offerings and investment-related activities conducted in accordance with applicable charitable organization exemptions. This position will also support corporate functions in the areas of governance, contracts, compliance and other areas of legal support for the enterprise.

The incumbent will work closely with various departments in the Investments line of business (such as portfolio management, investment services, operations, compliance and sales) in support of business and ministry objectives, and will function as a legal resource and support for those areas. By reporting to the Chief Legal Officer of GuideStone Financial Resources, this position will also facilitate consideration and coordination of such issues within the broader legal and risk management framework of the GuideStone corporate structure. In performing responsibilities, the incumbent will work directly with outside attorneys, management and other employees and interact with external clients as necessary or appropriate.

This position requires a solid foundation of legal research and analytical skills and the ability to identify and determine avenues of resolution for legal and business issues that impact GuideStone and its affiliates.

The essential duties and responsibilities are:
  • Provide legal advice and counsel to GuideStone addressing various investment-related activities and its affiliates through which those activities may be conducted.
  • Work directly and in close coordination with internal business units and outside counsel related to investment matters, management agreements, investment policy statements, contracts and other documents as required.
  • Produce legal reviews of governing documents (PPMs, LPAs, subscription agreements) of third-party hedge funds, private equity funds, private debt funds and other illiquid private funds, and advise on the negotiation of side letters.
  • Attend and advise at meetings of GuideStone’s Trustee Investment Committee and related GuideStone affiliate boards.
  • Attend and advise at internal committee meetings, such as the Investment Management, Allocation and Risk Committee (IMARC) and the Institutional Portfolio Committee (IPC).
  • Provide guidance on best practices in the governance and other processes of institutional investment managers, including outsourced CIOs.
  • Provide ongoing legal support and guidance for GuideStone affiliates offering financial advisory services to individuals, and limited purpose broker-dealer services related to mutual fund distribution.
  • Provide legal advice and counsel for various other corporate activities, such as communications review, intellectual property and other legal risk management considerations.
  • Apply legal analysis and structured, logical thinking to analyzing operational issues, answering inquiries, evaluating risks and interpreting applicable laws, rules, regulations and other legal authority.
  • Draft and review legal documents, such as contracts, legal memoranda, corporate resolutions, procedures, forms, and various corporate communications to ensure compliance with applicable laws and regulations and adherence to legally sound practices.
  • Coordinate with business units to analyze, evaluate and implement legal developments (e.g., legislative and regulatory changes) impacting business practices, products, and services by GuideStone and/or its affiliates. Assist in the review and development of new investment products and services to ensure compliance with applicable laws, rules and regulations.

Requirements:
  • GuideStone Financial Resources is an entity of the Southern Baptist Convention (SBC) and in accordance with applicable federal law related to religious organizations membership in an SBC church is required for this position due to its level in the organization. Exceptions to the requirement of SBC church membership must be approved by the Chief Operating Officer.
  • Graduate of ABA-approved law school and Texas law license or ability to obtain Texas law license through reciprocity.
  • Prefer Top 25% and law review.
  • 8 – 10 years of experience as a licensed attorney in a law firm, regulatory agency and/or an investment manager (or other similar financial institution) with substantial experience in:
  • Performing legal analysis and evaluation of a wide variety of hedge funds and private equity-style funds for institutional investors;
  • Providing legal and regulatory advice to investment advisers (including with respect to the Investment Advisers Act of 1940 and its exemptions) and institutional investors;
  • Providing legal and regulatory advice to broker-dealers involved in mutual fund distribution with respect to the Securities Act of 1933 and the Securities Exchange Act of 1934, FINRA Rules and guidance, and exempt securities, and to SEC-registered investment advisers providing financial advisory services to individuals with respect to the Investment Advisers Act of 1940;
  • Providing legal advice to non-profit, tax-exempt institutions, including with respect to the Uniform Prudent Management of Institutional Funds Act and other state laws; and
  • Drafting and negotiating non-disclosure agreements, investment management agreements, side letters, and corporate contracts.
  • Must have a firm foundation of legal knowledge and skills and the ability to identify, articulate and address successfully the broad range of legal and business concerns that impact GuideStone’s investment program and various investment activities.
  • Ability to function as an integral and participatory part of the business units supported by the position.
  • Ability to analyze a high volume of technical material effectively and efficiently.
  • Ability to adapt to changing demand and project needs and meet applicable deadlines.
  • Must be able to utilize independent judgment and initiative within the framework of GuideStone’s ministry objectives and applicable legal requirements.
  • Must possess well-developed interpersonal skills and communication skills (written and oral) to assist a wide range of persons from those with substantial experience and expertise in legal and technical matters to those with little or no familiarity with complex legal issues or terminology.
  • Ability to relate in a positive and productive manner to trustees, directors and officers and to all levels of internal staff as well as outside attorneys and consultants.
  • Occasional travel to continuing legal education events, board meetings, consultation with outside counsel and other possible meetings with service providers or service recipients (estimated to be less than 10% of overall time).
  • Must have complete confidentiality regarding GuideStone business matters.

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