Description of the Business Line or Department
The Legal Department in London (SEGL/JUR London) is a team of c.60 lawyers and legal advisers (permanent and temporary staff) providing legal advice and support to all London based investment banking business lines and those businesses and legal entities forming part of the SG Group in the UK. It is divided into the following teams/areas of expertise: (i) Global Finance (sub- divided into Acquisition and Asset Finance (AAF), Financial Engineering and Group Financing (EGF), Natural Resources and Hedging (NRH)); (ii) Markets (sub-divided into Structured Over-The-Counter Derivatives (OTC), Programmes and Structured Issuances (PSI) and Debt Capital Markets (DCM)); (iii) Trading and Prime Agreements (TPA) (sub-divided into Master Agreements (MAN) and Prime Services (PRM)); (iv) Securities Services; (v) Corporate Finance; (vi) Financial Services Regulation; (vii) Employment; (viii) Shared Internal Legal Services (incorporating Commercial and IT Contracts and Global Transaction Payment Services); and (ix) Data Protection.
The Legal Department is responsible for identifying and analysing legal and commercial issues, including communicating advice clearly and effectively, as part of an overall responsibility for managing and overseeing legal risk for the businesses supported. The Legal Department is also responsible for managing its own conduct risk, promoting a positive culture of good conduct and compliance and contributing to the management of conduct risk throughout the businesses supported.
The Corporate Finance legal team (team of three) is responsible for supporting and providing legal advice, and identifying and analysing legal and commercial issues (including responsibility for managing and overseeing legal risk) for, principally, GLBA/IBD business lines operating out of Société Générale London Branch, as well as other (including non-SGCIB) businesses and legal entities forming part of the Société Générale Group in the UK.
In particular, in relation to:
• GLBA/IBD M&A UK business lines, in particular the Financial Institutions Group (FIG), Power, Utilities and Infrastructure (PNU); Oil & Gas (ONG) and TMT teams, providing a range of corporate advice on advisory work re public and private company M&A (including UK Takeover Code),
• Primary and secondary equity offerings and capital markets transactions led by Paris-based GLBA/IBD/MAN/EMG/FRA teams, including providing advice on Listing, Disclosure and Prospectus Rules
• SG’s portfolio of principal investments and funds (via limited partnership and other structures)
• UK-based internal SG corporate and Group development, such as intra group acquisitions and disposals, internal business reorganisations, external corporate transactions (including participation in joint ventures e.g. equity participations for MARK business lines)
• General corporate legal advice required by internal support functions (Compliance, Tax, DFIN, Company Secretarial) and other business lines.
• Liaising with colleagues within SEGL/JUR (London and other jurisdictions), London-based business lines and other support functions, as required.
Summary of the key purposes of the role
To provide legal support to UK GLBA/IBD M&A business lines and the European GLBA ECM team in support of CEEMEA ECM activity.
• To assist with any current principal M&A and general corporate and commercial matters undertaken by the Corporate Finance legal team (team of three) in London, in relation to the SG Group in the UK.
• More generally, to provide legal support and advice and to identify and analyse legal and commercial issues as part of an overall responsibility for managing and overseeing legal risk.
Summary of responsibilities
The responsibilities of the role require a corporate lawyer with broad experience of M&A and ECM transactions both in the UK and other European jurisdictions, advising both the issuer/corporate and the investment bank/financial adviser.
• Advising and liaising with the GLBA/IBD business lines in London on M&A advisory roles carried out by them, including acquisitions, disposals and joint ventures;
• Advising and liaising with the European-based GLBA ECM team in support of CEEMEA ECM transactions (including responding to RFPs, IPOs, convertible bond issues, ABBs, block trades, rights issues, GDR listings) and in particular, on all legal aspects of SG’s role on any such transaction, including liaising with the execution team (based in Paris);
• Participating in transaction clearance procedures for M&A and ECM transactions, as well as for principal M&A
• Advising on internal general corporate matters for SG’s London based business and Group companies in the UK, including principal M&A
• Advising on corporate aspects of MARK e-businesses and equity investments;
• Advising on ad hoc corporate queries from internal clients, within the London legal department or from legal departments in other jurisdictions;
• Providing support to the Company Secretary in relation to UK based SG Group companies and subsidiaries, where necessary;
• Liaising with the Compliance department and other stakeholders, where required, in relation to corporate finance transactions on which SG is advising, internal policies and procedures, interaction with regulators etc;
• Updating and contributing to internal policies and procedures, templates and precedents both for the Corporate Finance team and for the business lines (in conjunction with Compliance);
• Undertaking and organising training for the business lines supported;
• Supervising graduate trainee (along with other members of Corporate Finance and SILS team); and
• Acting as a control point for group Conduct Risk matters, both in terms of business line activity and of that within our own team.