Attorney- Shareholder Engagement and Corporate Governance
Bank of America Corporation
July 28, 2018
New York, New York
The Office of the Corporate Secretary in the Legal Department supports the board of directors of Bank of America Corporation ("BAC"), a NYSE listed bank holding company. This position will provide support to the Corporate Secretary, senior management, and the BAC board of directors in shareholder services and operations, annual or special shareholders' meetings and on certain corporate governance matters.
Applicants must display a high aptitude for verbal and written communications, and organizational skills. The position will frequently interact with senior management; candidates must be able to interact confidently with senior management and the BAC board when required. Candidates must have experience and highly developed knowledge in public company corporate governance, with at least 10 years of relevant experience, including general corporate, securities and corporate governance. J.D.s licensed to practice law in at least one state or the District of Columbia are preferred (but not required). The position will be located in either Charlotte, North Carolina or New York, New York.
Position will work with internal and external constituents, including counsel, senior management, investor relations, executive compensation, benefits, corporate communications and investors. Responsibilities include:
arranging, preparing for and participating in meetings with shareholders, which may include senior management and/or members of the BAC board of directors;
identifying innovative methods to communicate with our investors;
managing our external partners, including transfer agent and solicitor, which may interact with our shareholders and ensuring that all vendor management requirements are met;
assisting with the administration of the Direct Stock Purchase Plan;
assisting with preparations for annual or special stockholders' meetings, including proxy statement preparation;
in-depth analysis of investors' proxy voting guidelines, voting history, and initiatives;
responding to stockholder proposals, including negotiations with proponents or requesting no-action relief from the SEC;
responding to inquiries and other communications from retail and institutional investors; and
preparing board and committee meeting materials on shareholder voting policies, trends, and engagements
Position will also manage a team of shareholder relations professionals and work on cross-functional teams and may assist on matters such as:
identifying emerging corporate governance best practices relevant to the financial services industry and facilitating implementation, where appropriate;
new issuances and redemption of equity;
management of outstanding equity and related SOX controls;
assisting with updates to corporate governance policies and related documents.
Enterprise Description: Provides general legal counsel on matters supporting the Bank's strategic and corporate support activities, as well as specific advice on products, services and certain legal actions. Reviews legal contracts and documents. Directly, or through staff, conducts legal research. May represent the bank in legal actions. Individuals in this position typically have a minimum of five years of experience since admission to the Bar.
10 years experience in corporate governance and/or shareholder engagement and/or investor relations.
Deep understanding of the rules, regulations and best practices on U.S. public company corporate governance. Familiarity with the general corporation laws of Delaware.
Admitted to at least one state bar (active/good standing)
Experience advising financial institutions or other complex international corporations on corporate governance matters.
Demonstrated capability to operate independently and to interact confidently with senior executives and board members.
Demonstrate confidence in risk-managed decision making and judgment.
Versatile and flexible, able to multi-task and operate as willing and capable team player. Able to lead and be a member of cross-functional teams, helping to drive the teams to reach conclusions in a timely manner.
Experience with managing and developing teams.
Demonstrate highly developed oral and written communication skills. Eloquent public speaker who communicates ideas in a clear, succinct manner. Excellent drafting and communications skills, with the ability to take the lead on document development and review. Demonstrable history of organizational or project management skills.
Keen business/legal judgment with impeccable business integrity, based on the highest ethical standards.
Comfortable with change and able to navigate effectively in a multi-faceted financial institution with a wide and complex range of businesses.