Lead Counsel (Corporate and Banking)

Role Overview

Lead Upstart’s legal leadership for Corporate and Banking in support of its proposed OCC-chartered bank. You will build and maintain corporate governance, board support, and affiliate transaction frameworks required for a regulated national bank environment.

Key Responsibilities

• Ensure corporate governance and provide board support for the bank, including:
  • Preparing meeting materials (agendas, pre-read documents), minutes, and resolutions
• Advise bank directors, executives, and internal partners on governance obligations, bank structure, director duties, and corporate governance requirements
• Lead special corporate/banking projects involving:
  • Bank regulatory matters
  • Governance improvements and internal policies
  • Coordination with external counsel
• Provide guidance on governance controls and affiliate transaction frameworks
• Identify and manage conflicts of interest between the bank and affiliates (including dual-hatted roles)
• Draft and/or review governance and legal documents such as:
  • Board minutes, committee charters, governance policies, resolutions
  • Intercompany agreements

Requirements

• J.D. degree and active membership in at least one U.S. state bar
• Experience supporting OCC examinations, supervisory responses, or other bank regulatory engagement
• Working knowledge of OCC regulations, the National Bank Act, Bank Holding Company Act, and Regulation W
• Experience with board/governance document drafting and review (minutes, charters, policies, resolutions, intercompany agreements)
• Experience advising corporate governance for a bank, bank holding company, or other regulated financial institution, including affiliate transaction monitoring and governance controls
• Experience with Federal Reserve bank holding company reporting and supervisory frameworks such as CAMELS
• Prior in-house legal experience at a bank, fintech, or other regulated financial services company
• Ability to translate complex regulatory requirements into clear guidance for business, finance, and executives

Nice to Have

• Experience building governance processes/playbooks/legal operating frameworks in a new or evolving regulated environment
• Familiarity with de novo bank application processes, OCC charter requirements, or standing up legal/governance frameworks for a newly chartered bank

Experience Level

• 8+ years of banking law, bank regulatory, corporate governance, or financial services legal experience (law firm, financial institution, fintech, or regulated bank)