macdonald and company
macdonald and company

Legal Counsel

  1. Permanent
  2. Singapore
S$120000 - S$150000 per annum + bens + bonus

About the role - Principal Responsibilities
The Position
The Legal Counsel cum Corporate Secretariat Manager role sits within the Legal team. It is a combined role with responsibilities in 2 main functional categories - Transaction/Fund Legal responsibilities as well as Corporate Secretariat responsibilities. The nature of the combined role means that the candidate will be subject to functional oversight by the Head of Legal for the Legal Function and by the Head of Fund Operations for the Corporate Secretariat matters.

The successful candidate is expected to be knowledgeable about the execution of real estate transactions so as to be able to provide legal support to the Transactions team during the course of closing transactions. This will include providing sound advice
where necessary to mitigate risks in transactions related agreements and working with the Transactions in ensuring completion deliverables are ready for closing of Transactions. This candidate also needs to provide oversight on delivery of corporate secretarial services through supervision of third-party corporate secretarial service providers. In addition, the candidate will work with Fund Operations to ensure proper corporate governance processes and documentation is prepared and followed for board meetings, investment decisions and other corporate decisions.

Responsibilities
A. Legal Function Responsibilities
* Assist the Transactions Team in the following aspects of real estate transactions:
o Review of confidentiality agreements and/or the management of external counsels in
carrying out such review;
o Review of expressions of interest or letter of intent for potential real estate transactions;
o Collating and organization of completion deliverables for Transactions to the extent that
these are legal or corporate secretariat documents.
* Where required, complementing the other inhouse transactional attorneys in the legal oversight and support of real estate transactions;
* Managing the documentation process of fund management / asset management fee sharing
arrangements between affiliates for all fund mandates in coordination with Portfolio
Management, Legal, Corporate Finance and Tax;
* Review of vendor and other 3rd party contracts for the real estate business units;
* Where there are new legal or regulatory developments which affect the fund operations of the fund mandates, to working with external counsels and Fund Operations to analyse the impact of such new regulatory requirements and to put in place necessary documentation for compliance with such new regulations.

B. Corporate Secretariat Responsibilities
* Oversight on the external corporate secretarial service providers mandated for the SPV entities within the fund structures in coordination with the Fund Controller of the respective fund
* Initiates the issuance of board resolutions, board meeting minutes by the corporate secretarial service
* Providers and coordinates the board meeting invitation & documentation process in line with
regulatory requirements and legal/tax advice; monitors the annual corporate filing
requirements/deadlines
* Interfaces with the Head of Fund Operations and the respective Fund Controllers to identify and improve tax related corporate documentation requirements and supports to establish a stringent corporate governance framework considering regulatory needs
* Coordinates the corporate documentation process for transaction recommendations across the fund structure with Portfolio Management, Transactions, Legal and Fund Operations and ensures that the relevant business case-based decisions are documented sufficiently
* Maintains and owns the list of directorships as well as corporate information for all
corporate & fund SPV entities including the timely and consistent updating of "Legal
Entity System" data basis
* Manages the set-up / liquidation process for SPV entities including the liaison with notaries,
lawyers, liquidators
* Working with external counsels on the drafting/updating of shareholder loan / intercompany loan documents
* Provides required corporate information input for the annual financial statements across the fund structures
* Ensures that corporate documented changes of bank signatory rights are updated within the master bank account inventory in coordination with the Fund Controller and external corporate secretarial service provider

Skills and Qualifications
The candidate should have some (but not necessarily all) of the following attributes:
* At least 5 years PQE either practising in a law firm (preferred) or as in-house counsel with focus on Companies Act compliance and/or real estate transactions
* Good knowledge of the relevant laws of Singapore and market practice as they relate to investment management and real estate transactions
* Experience in corporate secretarial work
* Effective and strong communication and project management skills in a complex cross-cultural environment

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