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Senior Corporate Counsel – Corporate and Subsidiary Governance

U.S. Bank
Posted Nov 14
Full Time
Washington, District of Columbia

At U.S. Bank, we’re on a journey to do our best. Helping the customers and businesses we serve to make better and smarter financial decisions and enabling the communities we support to grow and succeed. We believe it takes all of us to bring our shared ambition to life, and each person is unique in their potential. A career with U.S. Bank gives you a wide, ever-growing range of opportunities to discover what makes you thrive at every stage of your career. Try new things, learn new skills and discover what you excel at—all from Day One.

**Job Description

** U.S. Bank is seeking a Senior Corporate Counsel – Corporate and Subsidiary Governance to join the Law Division’s Office of the Corporate Secretary team. The Office of the Corporate Secretary is responsible for corporate governance matters and support of the U.S. Bancorp and U.S. Bank National Association Boards of Directors, as well as advising on matters relating to the company’s subsidiary management, annual meeting of shareholders and proxy statement, executive compensation, and environmental, social, and governance (ESG) matters. The primary function of this role is to support the corporate secretary function, including providing advice and counsel on board and committee governance, drafting and assisting with the preparation of board and committee meeting materials and minutes, managing subsidiary governance and maintenance processes, procedures, and functions, developing supporting procedures and controls for governance processes, performing or managing state and federal corporate filings, drafting corporate organizational and governance documents and providing general legal support to the corporate secretary function on other matters as needed. The role requires good judgment, a commitment to building cross-functional relationships and a strong work ethic. The role reports to the Deputy General Counsel and Assistant Corporate Secretary who leads the Office of Corporate Secretary team.



  • Working with and supporting the Office of the Corporate Secretary on matters for the U.S. Bancorp and U.S. Bank National Association boards of directors, including supporting all aspects of corporate governance, updating board committee charters, coordination of director and officer questionnaires and related due diligence, assisting in the preparation of board materials and resolutions, and monitoring corporate governance developments and trends;
  • Supporting corporate secretarial matters for U.S. Bancorp subsidiaries, including drafting and preparation of subsidiary board resolutions, consents, and minutes and entity record management;
  • Providing counsel regarding compliance with SEC rules, NYSE listing standards, Sarbanes-Oxley standards, and all other applicable corporate governance requirements;
  • Reviewing and/or preparing in conjunction with other internal governance and securities counsel, NYSE filings, proxy statement disclosures, annual/quarterly reports on Forms 10-K/Q and current reports on Form 8-K;
  • Assisting the corporate secretary function and providing legal counsel on the development, implementation and maintenance of corporate policies, corporate governance processes and procedures, and relevant disclosure controls and procedures; and
  • Serving as key partner and advisor to multiple functions across the organization, including Finance, Corporate Controller, Corporate Tax, Treasury, Sustainability and Risk Management.

_This role is hybrid. Team members who are in a hybrid role typically spend three days a week at a U.S. Bank location, while having flexibility on their work location for the other working days.

_ **Basic Qualifications


  • Licensed by and in good standing with the appropriate state bar association or other appropriate state attorney licensing authority

**Preferred Skills/Experience


  • Five or more years of relevant general corporate, corporate governance, and/or public company securities law experience in-house or at a law firm
  • Deep knowledge of public company board and committee support, Delaware corporate law, NYSE corporate governance rules, securities law disclosure requirements applicable to public companies, and general corporate matters
  • Ability to work independently and as part of a collaborative team
  • Ability to work efficiently in a very fast-paced environment and take on responsibility for new areas as situations arise
  • Excellent written and oral communication skills
  • Experience representing or in-house legal role advising U.S. financial institutions on corporate and subsidiary governance matters
  • Excellent analytical, decision-making and problem-solving skills, with the ability to provide practical approaches and solutions
  • Strong attention to detail and ability to prioritize effectively
  • Excellent administration, project management, and document management skills

We are proud that U.S. Bank has been recognized as a World’s Most Ethical Company® by the Ethisphere Institute and has been named the #1 Most Admired Superregional Bank by Fortune magazine.

Successful candidates for a position in the U.S. Bank Law Division support U.S. Bank’s core values, which guide what we do every day:

  • We do the right thing.
  • We power potential.
  • We stay a step ahead.
  • We draw strength from diversity.
  • We put people first.

In the U.S. Bank Law Division, we honor those values through our mission: “we guide our clients to remarkable results with expert legal counsel and ethical leadership.” Our commitment is evident in the work we do, not only for the Bank, but for our communities. The Law Division has received several awards for its pro bono contributions, including the Minnesota Corporate Pro Bono Council’s “Excellence in Pro Bono Award,” and we encourage our legal professionals to contribute time and expertise to pro bono work as part of their role. In addition, the Law Division has been recognized for its leadership and engagement in Diversity, Equity, and Inclusion initiatives.

If there’s anything we can do to accommodate a disability during any portion of the application or hiring process, please refer to our disability accommodations for applicants.

Learn how the way we work at U.S. Bank drives meaningful relationships with our customers and collaboration across the company.


** Our approach to benefits and total rewards considers our team members’ whole selves and what may be needed to thrive in and outside work. That's why our benefits are designed to help you and your family boost your health, protect your financial security and give you peace of mind. Our benefits include the following (some may vary based on role, location or hours):

  • Healthcare (medical, dental, vision)
  • Basic term and optional term life insurance
  • Short-term and long-term disability
  • Pregnancy disability and parental leave
  • 401(k) and employer-funded retirement plan
  • Paid vacation (from two to five weeks depending on salary grade and tenure)
  • Up to 11 paid holiday opportunities
  • Adoption assistance
  • Sick and Safe Leave accruals of one hour for every 30 worked, up to 80 hours per calendar year unless otherwise provided by law

**EEO is the Law

** U.S. Bank is an equal opportunity employer committed to creating a diverse workforce. We consider all qualified applicants without regard to race, religion, color, sex, national origin, age, sexual orientation, gender identity, disability or veteran status, among other factors. Applicants can learn more about the company’s status as an equal opportunity employer by viewing the federal KNOW YOUR RIGHTS EEO poster.


** U.S. Bank participates in the U.S. Department of Homeland Security E-Verify program in all facilities located in the United States and certain U.S. territories. The E-Verify program is an Internet-based employment eligibility verification system operated by the U.S. Citizenship and Immigration Services. Learn more about the E-Verify program.

The salary range reflects figures based on the primary location, which is listed first. The actual range for the role may differ based on the location of the role. In addition to salary, US Bank offers a comprehensive benefits package, including incentive and recognition programs, equity stock purchase 401k contribution and pension (all benefits are subject to eligibility requirements). Pay Range: $125,715.00 - $147,900.00 - $162,690.00