CAI - Legal Counsel (NA Property Investors)

Citigroup's story is well known - the first financial services company in the United States to bring together banking, insurance, investments and e-commerce, under one-umbrella. Our major brands are Citibank, CitiFinancial, Primerica, and Salomon Smith Barney. Citigroup's 270,000 employees manage 190 million customer accounts across more than 100 countries. As one of the largest financial services companies in the world, Citigroup is diverse and expansive - globally, ethnically and intellectually. We are proud to be recognized as one of the 100 Best Companies for Working Mothers (Working Mother Magazine) and one of the top US Companies for Asians, Blacks and Hispanics (Fortune Magazine). Citigroup is a company for people who want to make a difference, and who thrive in an environment of change, challenge and competition. Citigroup is an Equal Opportunity Employer M/F/D/V.



To act as regional in-house counsel to CPI US, leading and/or supporting the analysis and resolution of all legal matters arising in the context of CPI’s North American real estate investment management business, working closely with CPI management, external counsel and internal Citigroup functional areas (Legal, Compliance, Finance, New Products).

 

Key Responsibilities:

Ensure coverage of Fund structuring issues in RE acquisitions--work with external counsel and 2 in-house paralegals on THC entity formation, BHCA, ERISA, UBTI, REIT, foreign tax minimization (for Mexican and Canadian transactions) and other compliance requirements.  (The NA Fund consists of a VCOC coinvesting with a private REIT or partnership holding blocker corporations.  Accordingly, some familiarity with investment fund tax issues (including REITs) and state and federal fiduciary laws (partnership, ERISA) helpful.)

 

Real Estate Acquisitions: work closely with the NA investment teams and outside counsel on legal aspects of the acquisition process — e.g., P&S issues, joint venture terms (where applicable), mitigation of risks through due diligence, zoning and local regulatory requirements; similarly support dispositions.

 

Support RE Fund of Fund’s business, key separate accounts investing in REIT securities, and legacy businesses of CPI.

 

Marketing: identify & resolve legal questions that arise in connection with the marketing of CPI North America’s products and prepare/review related documentation; work closely with Citigroup internal compliance.  Ensure compliance with securities laws of private offerings and NASD requirements.  Review all marketing materials, RFP responses and provide ancillary support of other new product/new business initiatives.

 

Asset management: assist with legal matters concerning asset management, e.g. agreements with service providers, dispute resolution etc.

 

Advise on pre-contractual matters (e.g., confis) and commercial agreements in connection with CPI NA’s business—e.g., custodial arrangements.

 

Develop effective relationships with key internal stakeholders (Legal, Finance, Compliance etc) so as to ensure efficient delivery of the above responsibilities.

 

Help manage CPI NA’s relationships with external counsel and guide external counsel in their provision of legal services to CPI NA, as appropriate.

 

Apply prudent business judgment, ensure that CPI management is aware of and compliant with key legal risks and requirements, including internal Citigroup policies. 

 

Support the General Counsel generally and work with Asian and European counterparts and the other 18 lawyers within the CAI Legal Group, and related Compliance teams.



Background, Experience & Skills:

J.D. from top law school, admitted to NY or other major bar (NY preferred)

 

5-10 years’ post qualification experience

 

Corporate law background (some experience with real estate/real estate finance needed, but investment management and securities law experience also very helpful)

 

Significant experience at reputable firm in real estate or corporate law with reasonable exposure to real estate investment management issues

 

Some in-house experience a plus, especially with large law department of blue chip corporation

 

Knowledge of tax and debt financing aspects of real estate transactions an advantage, especially REITs, as is experience with ERISA, similar public pension laws and partnership/JV law

 

Fiduciary issues and conflicts of interest resolution experience very helpful

 

 

Essential Attributes:

Good corporate lawyer; highly intelligent and careful—will “get it right”

 

Knowledgeable about real estate and investment management industries

 

Expertise in at least one important substantive legal area and ability to be more than a “traffic cop”—e.g., to draft advice memos, policies, and contracts de novo (even though in many instances external counsel is likely to lead such efforts), and ability to review other lawyers’ diverse work product and add value.

 

Articulate; can communicate convincingly/inspire confidence at all levels

 

Business-oriented; focused on problem resolution, not just issue spotting

 

Able to balance the interests of multiple stakeholders and juggle projects, and willing to work hard & contribute at various levels of responsibility, as required

 

Friendly, but capable of asserting oneself to preserve important principles

 

Proactive; “kaizon”-oriented

 

Willing (and eager) to learn

 

Personable team player with sense of humor