ACIC

American College of Investment Counsel

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CJ Marchain

State Farm is Seeking an Investment/Real Estate Counsel

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Duties and Responsibilities:

State Farm, a Fortune 50 company, is offering a Counsel opportunity within the Investments Unit of the Law Department, which is located in State Farm’s corporate headquarters in Bloomington, Illinois. Our Law Department employees are challenged, committed and empowered. At State Farm, we help one another grow professionally and personally. It is part of who we are and have been since 1922.

The Investments Unit’s primary responsibilities include counseling State Farm on: (i) commercial mortgage loan transactions; (ii) the acquisition, development and sale of investment real estate; (iii) fixed income and private corporate debt investments; (iv) private equity investments; (v) the formation and governance of affiliated entities; and (vi) laws and regulations impacting the investment activities of an insurer and its affiliates. In addition to these core areas, the role of the Investments Unit continues to evolve and expand as new legal issues arise in an ever-changing business environment.

Interested candidates should have experience in one or more of the following areas:

• Complex commercial mortgage loan transactions and construction loans.
• Purchases and sales of commercial real estate and real estate construction and development issues.
• Real estate joint venture transactions and financial relationships between investors.
• Private equity investments.
• Fixed income and private corporate debt investments.

Candidates should also possess:

• An awareness of current economic trends impacting institutional investors.
• Demonstrated legal, organizational and interpersonal skills.
• Demonstrated ability to work independently in a fast-paced environment.
• Superior written and verbal communication skills.
• A strong work ethic and customer-service mentality.
• The ability to work in an environment that emphasizes information sharing, collaboration, teamwork, mutual respect and integrity.

Additional Details:

• Law degree and excellent academic credentials from an ABA-accredited school required
• Must have active license to practice law in at least one state and a member in good standing of the bar
• Must be able to obtain a limited license if not already appropriately licensed in IL
• Other than as authorized by the General Counsel or his designee, employees are not permitted to handle any legal business outside of State Farm except authorized pro bono work
• Newly hired employees must cease all outside practice and all suit involvement before joining State Farm
• Travel may be required via commercial transportation or driving to job related activities
• May work irregular hours due to workload and nature of the work
• This is not a virtual position

Requisition ID: req6308

Note: This opening replaces req5320 that was recently closed for administrative purposes. Anyone who had applied for req5320 and is still interested in this new opening should re-apply.

Job Title:

Investment/Real Estate Counsel

Number of Openings:
1

Job Category:
Professional/Technical

Employment Type:
Regular Full-Time

Shift:
First

Weekends:
Not Required

Location:
Bloomington, IL

https://findjobs.statefarm.com/ShowJob/JobId/378068/InvestmentRealEstateFinanceCounsel

President’s Message (December 2019)

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By: Anthony D. Yager, Chapman and Cutler LLP

Anthony D. Yager
President 2019-2020

Happy Holidays to all! Before the holiday season kicks into high gear and a holiday food and drink coma wipes 2019 from my mind, I wanted to take a moment to reflect upon the College’s accomplishments in 2019 and look forward to 2020 for a moment.

First, I want to welcome you to our new website (assuming you are, in fact, reading this on our new website) and thank the Website and Social Media Committee for all of their hard work in putting the new website in place. I hope all of you will take advantage of the additional functionality and enjoy the vastly improved user experience. If you have additional suggestions, please don’t hesitate to pass them along to the committee, as they are always looking for ways to make the website more valuable to the College.

Once again both the 2019 Spring Forum and the Annual Meeting were rousing successes. The Spring Forum in Chicago, which was co-chaired by Jenna Jensen (Thrivent) and Kate Lindsay (Akin Gump), was inspired by the Golden Gavels movie theme. The cocktail party Thursday evening included music choices from some of Hollywood’s greatest films. Amazingly, Spring Forum attendance eclipsed the record set by the 2018 Spring Forum. The Annual Meeting in New York, co-chaired by Nicole Windsor (Chapman) and Alfredo Cantoral (PPM), took us back to the time when Grand Central Station was America’s hub of transportation. Our thanks go out to Jenna, Kate, Nicole and Alfredo and the many moderators and panelists who invested so much of their time and talent into making the conferences incredibly valuable and entertaining to the attendees. Also, a special thank you to our management team at Madeleine Crouch & Co., especially CJ Marchain and her team, for keeping our conferences running like clockwork.

At the 2019 Annual Meeting, we elected three new Trustees and said good-bye to others. New Trustees include Daniel Favero (Mayer Brown), Danielle Maksimow (Norton Rose) and Alfredo Cantoral (PPM). We gave special thanks to Maureen Cronin (New York Life), Matthew Gabrys (NML) and Tom O’Connor (Akin) for their years of service on the board. We also acknowledged Armando Gamboa (Prudential) as he rotated out of his role as President; although I am personally grateful that as past president Armando will remain a Trustee and we’ll have continued access to his wise counsel.

I’d be negligent if I didn’t mention the fantastic one-hour CLE programs hosted by the Education Committee throughout the year. In January, we learned about the Ultra Petroleum case and its effect on Make-Whole Amounts. We learned more about Aviation Finance in March and Cybersecurity in July. Kudos to the Education Committee and the presenters, as all of these events were well attended and informative. I look forward to what the Education Committee has in store for 2020.

The board will meet in February for its annual strategic planning session. One of the main agenda items will be ways to enhance the ACIC experience for our members. To that end, if you have suggestions or questions, please reach out to me or any of our other Trustees at your convenience. We always appreciate input from members of the College on how to enhance the ACIC experience.

Our 2020 Spring Forum will be co-chaired by Patti Boss (Voya) and Michael Robson (Greenberg). I thank them for enthusiastically jumping into the Spring Forum and I’m sure it will be a rocking good time. The Spring Forum will again be held at the Four Seasons Hotel in Chicago on April 16th and 17th. Keep an eye out for the save-the-date and hotel reservation information that should be coming your way in the very near future.

The success of the College over the years has been hte result of the many members who have donated their time and talents to support the activities of the College. Thanks to all of you who have participated in the various conferences, CLE events and our various committees (TPMC, Education, Development, Website and Social Media, Membership, Nominating and Communications). I encourage all members to get the most out of their ACIC experience by volunteering on a committee, speaking at a conference or presenting a CLE topic. You will learn more about the College, gain knowledge on a topic of interest and also meet more of your colleagues in the industry. I promise you it will be well worth your time.

Genworth is Seeking a Senior Investments Attorney

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POSITION TITLE

Senior Investments Attorney

LOCATION

Stamford, CT

YOUR ROLE

Reporting to the Investments General Counsel, you will provide legal support to an investments team that manages a nearly $75 billion portfolio, comprising public and private corporate fixed income, structured finance debt securities, commercial mortgage loans, private equity investments and middle market loans.

YOUR RESPONSIBILITIES

  • Provide legal advice and expertise to Genworth’s Investment Team related to investment transactions, including without limitation, primary and secondary market purchases and sales, amendments and waivers, restructurings and other financial transactions.
  • Provide legal advice regarding insurance investment regulatory requirements and other compliance matters.
  • Assist in developing and implementing new investment strategies and other investment policies.
  • Assist in negotiating investment management agreements and significant operational contracts for the investment team (data/service providers, software, etc.)

YOUR QUALIFICATIONS

  • JD from an accredited law school; member in good standing of one state bar
  • 3-5 years of experience with complex investment transactions and/or other financial transactions
  • Experience in a nationally-recognized law firm, insurance company or other financial organization
  • Experience managing people and processes to efficiently close transactions
  • Demonstrated experience supporting business teams/clients needing specific and general legal advice
  • Strong prioritization, organizational and interpersonal skills
  • Excellent oral and written communication, negotiation, and project management kills
  • Demonstrated ability to perform independently in a fast paced environment
  • Proven ability to execute against established goals
  • Sound judgment with ability to work as both a team member and leader
  • Ability to interface with multiple constituencies
  • Ability to balance details with strategic priorities

WHY GENWORTH?

  • We have a real impact on the lives of the people we serve
  • We work on challenging and rewarding projects
  • We give back to the communities where we live
  • We offer competitive benefits including:
    • Medical, Dental, Vision, Flexible Spending Account options beginning your first day
    • 20 days of Choice Time Off your first full year
    • 11 Paid Holidays
    • 40 hours of volunteer time off
    • 401K Account with matching contributions
    • Tuition Reimbursement and Student Loan Repayment
    • Paid Family Leave
    • Child Care Subsidy Program

COMPANY

Genworth Financial, Inc. is a leading insurance holding company committed to helping families achieve the dream of home ownership and address the financial challenges of aging through its leadership positions in mortgage insurance and long-term care insurance.  Headquartered in Richmond, Virginia, Genworth traces its roots back to 1871.

Led by our Chief Investment Officer, the Investment Department manages a consolidated investment portfolio of nearly $75 billion and consists of investment professionals focused on portfolio management, risk management, asset management, derivatives, operations, finance and accounting functions.

We know we can’t deliver on our mission unless we deliver for our employees. That’s why we’re committed to creating a work environment that fosters inclusion, camaraderie, rewarding work, community involvement, and a focus on our employees’ well-being. We know each employee contributes in their own unique way and we’re dedicated to supporting every one of them to help them reach their full potential.

If interested, please apply online:

https://gnw.wd1.myworkdayjobs.com/GNW/job/Stamford-Connecticut/Senior-Investments-Attorney_REQ-190432-3

Genworth is Seeking a Senior Investments Attorney – Real Estate

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POSITION TITLE

Senior Investments Attorney – Real Estate

LOCATION

Stamford, CT

YOUR ROLE

Reporting to the Investments General Counsel, you will provide legal support to an investments team that manages a nearly $75 billion portfolio, comprising public and private corporate fixed income, structured finance debt securities, commercial mortgage loans, private equity investments and middle market loans.

YOUR RESPONSIBILITIES

  • Provide legal advice and expertise to Genworth’s Investment Team related to investment transactions, including without limitation, commercial mortgage lending, closing, servicing and restructuring
  • Provide legal advice regarding insurance investment regulatory requirements and other compliance matters
  • Assist in developing and implementing new investment strategies and other investment policies
  • Assist in negotiating investment management agreements and significant operational contracts for the investment team (data/service providers, software, etc.)

YOUR QUALIFICATIONS

  • JD from an accredited law school; member in good standing of one state bar
  • 3-5 years’ experience with commercial mortgage lending and other financial transactions
  • Experience in a nationally-recognized law firm, insurance company or other financial organization
  • Experience managing people and processes to efficiently close transactions
  • Demonstrated experience supporting business teams/clients needing specific and general legal advice
  • Strong prioritization, organizational and interpersonal skills
  • Excellent oral and written communication, negotiation, and project management kills
  • Demonstrated ability to perform independently in a fast-paced environment
  • Proven ability to execute against established goals
  • Sound judgment with ability to work as both a team member and leader
  • Ability to interface with multiple constituencies
  • Ability to balance details with strategic priorities

WHY GENWORTH?

  • We have a real impact on the lives of the people we serve
  • We work on challenging and rewarding projects
  • We give back to the communities where we live
  • We offer competitive benefits including:
    • Medical, Dental, Vision, Flexible Spending Account options beginning your first day
    • 20 days of Choice Time Off your first full year
    • 11 Paid Holidays
    • 40 hours of volunteer time off
    • 401K Account with matching contributions
    • Tuition Reimbursement and Student Loan Repayment
    • Paid Family Leave
    • Child Care Subsidy Program

COMPANY

Genworth Financial, Inc. is a leading insurance holding company committed to helping families achieve the dream of home ownership and address the financial challenges of aging through its leadership positions in mortgage insurance and long term care insurance.  Headquartered in Richmond, Virginia, Genworth traces its roots back to 1871.

Led by our Chief Investment Officer, the Investment Department manages a consolidated investment portfolio of nearly $75 billion and consists of investment professionals focused on portfolio management, risk management, asset management, derivatives, operations, finance and accounting functions.

We know we can’t deliver on our mission unless we deliver for our employees. That’s why we’re committed to creating a work environment that fosters inclusion, camaraderie, rewarding work, community involvement, and a focus on our employees’ well-being. We know each employee contributes in their own unique way and we’re dedicated to supporting every one of them to help them reach their full potential.

If interested, please apply online:

https://gnw.wd1.myworkdayjobs.com/GNW/job/Stamford-Connecticut/Senior-Investments-Attorney—Real-Estate_REQ-190697-2

Manulife / John Hancock is seeking a Private Equity Investment Attorney

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Job Description

Manulife/John Hancock seeks a transactional lawyer with 4 to 8 years of relevant work experience in structuring, negotiating and managing complex private equity fund formations, separately managed accounts, private equity fund investments and direct private equity transactions. This position works closely with the Private Markets team, as well as Manulife’s front-office teams that support the build out of Manulife’s third-party investment management platform.

The position will also collaborate with other business teams and legal colleagues in the United States, Canada and internationally to support corporate third-party investment management initiatives. The candidate must have deep knowledge of private equity fund formation and private equity transactions across a variety of asset classes and industries. Experience in senior or junior debt, infrastructure transactions, real estate and/or workouts and restructurings enhances any candidacy. Above all, we seek a colleague who acts as a trusted advisor, partnering with business clients to devise prudent, creative solutions that protect and advance the company’s interests.

This is a mid-level position for candidates with a J.D., which will be based in our offices in either Boston or Toronto.

Specific Responsibilities:

  • Partner with internal clients to structure third-party investment vehicles and similar arrangements
  • Review marketing and strategy documents
  • Review, analyze and negotiate private equity and fund investment transaction agreements
  • Handle fundraising and transaction processes from origination through closing
  • Direct outside counsel in connection with transactions and other investment matters
  • Work closely with Investment Compliance and Tax Team
  • Keep abreast of legal, regulatory and market developments
  • Apply legal principles in a practical way to support and protect the company
  • Provide general corporate advice to support Private Markets and Investment Division operations

Qualifications:

  • Juris Doctor with minimum 4 years relevant experience
  • Must be (or become) licensed to practice law in Massachusetts or Ontario
  • Integrity, collegiality, team orientation, and professionalism
  • Strong analytical abilities, excellent judgment and superior interpersonal skills
  • Prior work experience at a major law firm and/or in a corporate environment
  • Ability to work effectively with clients and colleagues in remote locations
  • Flexibility to shifting demands in an evolving environment

We are an equal opportunity employer and value diversity at our company. We do not discriminate on the basis of race, religion, color, national origin, gender, sexual orientation, age, marital status, veteran status, or disability status.

If you are ready to unleash your potential, it’s time to start your career with Manulife/John Hancock.

About Manulife

Manulife Financial Corporation is a leading international financial services group that helps people make their decisions easier and lives better. We operate primarily as John Hancock in the United States and Manulife elsewhere. We provide financial advice, insurance, as well as wealth and asset management solutions for individuals, groups and institutions. At the end of 2018, we had more than 34,000 employees, over 82,000 agents, and thousands of distribution partners, serving almost 28 million customers. As of June 30, 2019, we had over $1.1 trillion (US$877 billion) in assets under management and administration, and in the previous 12 months we made $29.4 billion in payments to our customers. Our principal operations in Asia, Canada and the United States are where we have served customers for more than 100 years. With our global headquarters in Toronto, Canada, we trade as ‘MFC’ on the Toronto, New York, and the Philippine stock exchanges and under ‘945’ in Hong Kong.

Manulife is an equal opportunity employer. We strive to attract, develop and retain a workforce that is as diverse as the customers we serve and to foster an inclusive work environment that embraces the strength of cultures and individuals. We are committed to fair recruitment, retention and advancement and we administer all of our practices and programs based on qualification and performance and without discrimination on any protected ground. It is our priority to remove barriers to provide equal access to employment. A Human Resources representative will consult with applicants contacted to participate at any stage of the recruitment process who request any accommodation. Information received regarding the accommodation needs of applicants will be addressed confidentially.

Apply online at: https://jobs.manulife.com/ShowJob/Id/773131/AVP%20Counsel,%20Transactional%20Investment%20Lawyer%20%20%20Private%20Equity

Manulife / John Hancock is Seeking a Real Estate Investment Attorney

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Job Description

Manulife/John Hancock seeks a real estate lawyer with 4 to 8 years of transactional work experience in structuring, negotiating and managing large real estate transactions. This position works closely with the company’s front-office teams that originate and manage a diverse portfolio of real estate funds and real estate assets around the world. Your work will include real property acquisitions/dispositions, development projects, and the origination of commercial mortgage loans, in each case for both insurance company as well as third-party assets under management.

The position will also collaborate with other business teams and legal colleagues in the United States, Canada and internationally to support third party and corporate initiatives. The successful candidate must have deep knowledge of both debt and equity transactions. Experience with joint ventures, REITs and leasing enhances any candidacy. Above all, we seek a colleague who acts as part of a team and as a trusted advisor, partnering with business clients to devise prudent, creative solutions that protect and advance the company’s interests.

This is a mid-level position for candidates with a J.D., which will be based in our offices in either Boston or Toronto

Specific Responsibilities:

  • Partner with internal clients to analyze and structure investment opportunities
  • Review, analyze and negotiate transaction agreements
  • Manage transaction processes
  • Direct outside counsel in connection with transactions and other investment matters
  • Advise in complex investigations and litigation matters involving portfolio assets
  • Keep abreast of legal, regulatory and market developments; participate in industry organizations
  • Apply legal principles in a practical way to support and protect the company
  • Provide general corporate advice to support Investment Division operations

Qualifications:

  • Juris Doctor with 4 – 8 years relevant experience
  • Must be (or become) licensed to practice law in Massachusetts or Ontario
  • Integrity, collegiality, team orientation, and professionalism
  • Strong analytical abilities, excellent judgment and superior communication skills
  • Prior work experience at a major law firm and/or in a corporate environment
  • Ability to work effectively with clients and colleagues in remote locations
  • Adaptability to shifting demands in an evolving environment

We are an equal opportunity employer and value diversity at our company. We do not discriminate on the basis of race, religion, color, national origin, gender, sexual orientation, age, marital status, veteran status, or disability status.

If you are ready to unleash your potential, it’s time to start your career with Manulife/John Hancock.

About Manulife

Manulife Financial Corporation is a leading international financial services group that helps people make their decisions easier and lives better. We operate primarily as John Hancock in the United States and Manulife elsewhere. We provide financial advice, insurance, as well as wealth and asset management solutions for individuals, groups and institutions. At the end of 2018, we had more than 34,000 employees, over 82,000 agents, and thousands of distribution partners, serving almost 28 million customers. As of June 30, 2019, we had over $1.1 trillion (US$877 billion) in assets under management and administration, and in the previous 12 months we made $29.4 billion in payments to our customers. Our principal operations in Asia, Canada and the United States are where we have served customers for more than 100 years. With our global headquarters in Toronto, Canada, we trade as ‘MFC’ on the Toronto, New York, and the Philippine stock exchanges and under ‘945’ in Hong Kong.

Manulife is an equal opportunity employer. We strive to attract, develop and retain a workforce that is as diverse as the customers we serve and to foster an inclusive work environment that embraces the strength of cultures and individuals. We are committed to fair recruitment, retention and advancement and we administer all of our practices and programs based on qualification and performance and without discrimination on any protected ground. It is our priority to remove barriers to provide equal access to employment. A Human Resources representative will consult with applicants contacted to participate at any stage of the recruitment process who request any accommodation. Information received regarding the accommodation needs of applicants will be addressed confidentially.

Apply online at:  https://jobs.manulife.com/ShowJob/Id/772976/AVP%20Counsel,%20Transactional%20Investment%20Lawyer%20%20%20Real%20Estate

Nationwide is Seeking Senior Investment Counsel

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Addendum

  • Provide legal advice and support in the review, negotiation, and documentation of privately placed fixed income investments and private equity transactions, including related amendments, modifications and workouts.
  • Preferred experience with a major law firm or corporate legal department advising on complex financial transactions, including bankruptcy and restructuring; experience with derivatives and cross-border transactions are a plus.

Role Summary

Independently provides deep expert advice and counsel on highly complex legal matters focusing on relationships with senior level OCLO and business leaders. Creates valuable risk management recommendations by leveraging sound risk assessment information and actively identifying and logically assessing potential legal risks in ambiguous, unique and/or the most complex business situations which have the greatest potential for significant impact to the company. Recognized by broader company and industry for expertise. May have supervisory responsibility for a small group of legal resources.

Key Responsibilities

  1. Provides subject matter expertise on significant, high-risk or highly complex legal matters. Provides the highest level of subject matter expertise for legal specialties. Regularly attends business partner meetings to better understand business processes and needs.
  2. Actively identifies and logically assesses potential legal risks in ambiguous, unique and/or highly complex business situations. Creates valuable risk management/mitigation recommendations leveraging sound risk assessment information to further achievement of the most complex business objectives. Drafts necessary legal documents and develops conclusions and recommendations.
  3. Regularly interacts with senior leaders in OCLO or the Company on legal matters within his or her area(s) of legal expertise. Has input into or influence on Company decision-making.
  4. Creates practical and effective solutions to the most complex legal issues with no established precedent; develops creative solutions to unique legal problems. On behalf of the Company or the area of expertise, has significant interaction with persons outside of the Company.
  5. Takes the lead role in matters that are highly complex, strategic or sensitive in nature. Understands the business partner’s position and needs. Keeps senior leaders and appropriate management of Company informed of case law and new legislation, as appropriate. Considers the long-term business and strategic consequences of possible outcomes. Delivers difficult messages or news, and challenges business partners when necessary; responds to challenges to advice and counsel directly and effectively.
  6. Has a broad network of established relationships both internal and external to the organization, particularly in recognized areas of subject matter expertise.
  7. Works independently and may lead teams to resolve highly complex legal and organizational issues. May have management responsibility for a small group of legal resources within an area of law.
  8. May supervise, assign work to and coordinate tasks, projects or assignments for other associates. May be responsible for the development, coaching, training and mentoring of individual team members.
  9. Ensures compliance with approved outside counsel budget. May make outside counsel budget recommendations.
  10. Performs other duties as assigned.

Typical Skills and Experiences:

Education/Certification/Licenses: JD degree from an accredited law school. Maintains an active license in the state in which the position is located. Currently licensed as an attorney in an appropriate U.S. jurisdiction.

Experience/Skills: Legal expertise recognized company-wide and in industry. Typically has 3 – 5 years or more years of relevant legal experience. May have management experience.

Has significant experience with or knowledge of one or more areas of law, complex legal practices and procedures. Project management concept and techniques. Considered a subject matter expert within his or her areas of legal expertise. Sound business acumen and knowledge of the business goals and objectives as they relate to the matter at hand.

Strong Oral and written communication skills for contacts interacting with all levels within OCLO and with business partners. Analytical ability to interpret statutes, regulations, insurance policies and other contracts. Decision-making ability to set work priorities and make recommendations. Ability to lead cross-functional projects. Ability to lead, initiate, organize and coordinate highly complex projects and/or cases. Takes the lead role in negotiations that are complex, strategic or sensitive in nature. Supervisory skills helpful. Has significant professional and/or civic involvement.

Other criteria, including leadership skills, competencies and experiences may take precedence.

Job Conditions

Overtime Eligibility: Not Eligible (Exempt)

Working Conditions: Normal office environment. Some travel may be required.

ADA: The above statements cover what are generally believed to be principal and essential functions of this job. Specific circumstances may allow or require some people assigned to the job to perform a somewhat different combination of duties.

https://nationwide.wd1.myworkdayjobs.com/Nationwide_Career/job/Ohio—Columbus-Metro/Senior-Counsel_59118

Aflac Global Investments is Seeking a Legal and Regulatory Associate Investment Attorney

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About Our Company

Aflac Incorporated was founded in 1955 and is headquartered in Columbus, Georgia.

When a policyholder gets sick or hurt, Aflac pays cash benefits fast. For six decades, Aflac insurance policies have given policyholders the opportunity to focus on recovery, not financial stress. In the United States, Aflac is the leading provider of voluntary insurance at the work site. Through its trailblazing One Day PaySM initiative, Aflac U.S. can receive, process, approve and disburse payment for eligible claims in one business day. In Japan, Aflac is a leading provider of medical and cancer insurance and insures 1 in 4 households. Aflac individual and group insurance products help provide protection to more than 50 million people worldwide. As of December 31, 2018, Aflac assets were $140.4 billion with total revenues totaling $21.7 billion.

For thirteen consecutive years, Aflac has been recognized by Ethisphere magazine as one of the World’s Most Ethical Companies. In 2018, Fortune magazine recognized Aflac as one of the 100 Best Companies to Work For in America for the 20th consecutive year. Also, in 2019, Fortune magazine included Aflac on its list of Most Admired Companies for the 18th time, ranking the company No. 1 in innovation for the insurance, life and health category. Aflac Incorporated is a Fortune 500 company listed on the New York Stock Exchange under the symbol AFL.

As part of Aflac, Aflac Global Investments organization is responsible for the overall investment activities of Aflac. With more than 100 employees in New York, Columbus, Ga., and Tokyo, Aflac’s Global Investments organization seeks to maximize risk-adjusted returns subject to our liability profile and capital requirements and generates in excess of $3.0 billion a year in net investment income.

Eric Kirsch, global chief investment officer, was named to the Power 100 List of CIOs by Chief Investment Officer Magazine in 2018, the fourth year that he and Aflac have been represented on this prestigious list.

Position Summary

Within Aflac’s Global Investments division, the Legal and Regulatory Associate is a member of the New York Legal and Regulatory team. The position requires expertise in business and legal aspects of insurance company investment programs, along with the ability to analyze and address complex issues in support of Aflac’s business objectives.

Key Relationships

Reports to: Global Head of Investments Legal and Regulatory

Primary Support: Multiple functions in support of Global Credit, Derivatives and Asset Management.

Other Relationships: Columbus and Japan Legal and Regulatory, Credit, Trading, Portfolio Management, Securities Operations, Investment Risk, Accounting Policy, Investment Accounting, Global Tax, Government Relations, Human Resources, and other key stakeholders.

Principal Duties & Responsibilities

  • Provide legal support based in NY for Aflac Global Investments activity, with a focus on corporate finance, private debt and capital markets transactions and derivatives.
  • Partner with the credit, trading and portfolio management teams in the US and Japan to analyze the structure, terms and documentation of institutional investments and derivatives.
  • Advise global credit team on financial covenants, structured investment vehicles, complex financing transactions, amendments, consents and special situations.
  • Oversee external counsel providing support on the foregoing matters.
  • Monitor regulatory and compliance developments.
  • Provide guidance on permissible investment activities.
  • Work to limit regulatory and reputational risk of Aflac and help to reinforce Aflac Global Investment’s culture.

Candidate and Qualifications

  • 5 to 10 years of major law firm or other experience in Corporate Finance, Debt Capital Markets, Derivatives and/or Asset Management – Insurance Industry experience a plus.
  • J.D., Admission to State Bar of New York, required
  • Transactional experience reviewing, analyzing, explaining, drafting and negotiating documents for complex financing transactions
  • Able to take initiative, multi-task and work under pressure. Self-manage workload.
  • Familiarity with cross-border finance.
  • Ability to work effectively across a global organization.
  • Excellent analytical and research skills – ability to analyze a variety of legal issues and synthesize complex information.
  • Strong attention to detail
  • Ability to interface with all levels of management
  • Ability to address conflicting requirements or points of view and facilitate compromise where appropriate
  • Ability to manage the investment transaction process
  • Microsoft Office Suite (Excel, Access, PowerPoint, Word, Outlook)

Please contact Lisa Warren at lwarren@aflac.com.

ACIC Model Make-Whole and Swap Indemnity (Final April 18 2019)

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  1. A “Replacement Swap Agreement” (included in the definition of “Original Swap Agreement” in Section 8.[X](b) of the Model Form) now also includes a replacement swap agreement entered into as a result of “an acceleration and rescission thereof of such Swapped Note as provided in Section 12.3” of the NPA (in addition to it already covering non-scheduled partial prepayments of Swapped Notes prior to their scheduled maturity). Recall that the terms Original Swap Agreement (including Replacement Swap Agreement) and New Swap Agreement are used is the determination of Make-Whole Amount and Swap Breakage Amount. An Original Swap Agreement is entered into as of Closing and its pricing terms are applicable in determining Make-Whole Amount and Swap Breakage Amount. If during the course of the deal a Noteholder would have to enter into a replacement swap as a result of the Issuer making a non-scheduled partial prepayment of Swapped Notes prior to their scheduled maturity or an acceleration and rescission of that acceleration of the Swapped Notes, then that replacement swap would be considered a “Replacement Swap Agreement” (and therefore an “Original Swap Agreement”). If during the course of the deal a Noteholder would enter into a replacement swap for any other reason, that swap would be considered a “New Swap Agreement”. The relevance is that in determining Make-Whole Amount and Swap Breakage Amount, if a Noteholder has entered into a New Swap Agreement, then generally speaking the Noteholder would receive the lesser Make-Whole Amount and Swap Breakage Amount as determined under each of the Original Swap Agreement and New Swap Agreement.
  2. In the same vein as above, a new proviso has been added to the definition of “Swapped Note Remaining Schedule Swap Payments” in Section 8.[X](b) of the Model Form which provides that “if the Swap Agreement with respect to such Swapped Note is not an Original Swap Agreement, then the interest on such Swapped Note Called Principal shall not exceed the amount in U.S. Dollars that would have been due with respect to such Swapped Note under the terms of the Original Swap Agreement”. This language was included as correlative language to that included in the proviso at the end of the defined term “Swapped Note Called Notional Amount” Section 8.[X](b) of the Model Form, which makes clear that the Swapped Note Called Notional Amount shall not exceed the amount in U.S. Dollars which would have been due to the holder of such Swapped Note under the terms of the relevant Original Swap Agreement. This is also correlative to the language in the proviso at the end of the definition of “Swap Breakage Amount” in Section 8.[Y](b) of the Model Form which provides that the Swap Breakage Amount is the lesser of that as determined under the Original Swap Agreement and New Swap Agreement. Please remember that these provisions only affect those Noteholders that have actually entered into a “Replacement Swap Agreement”.
  3. Section 8.[Y](a) of the original draft of the Model Form Make-Whole and Swap Breakage Indemnity provided that in connection with a prepayment or acceleration of Swapped Notes (a “Swap Unwind Event”) (i) the Issuer will pay to the Noteholder any Swap Breakage Loss within 5 business days following receipt by the Issuer of a Swap Breakage Amount Notice and (ii) the Noteholder will pay to the Issuer any Swap Breakage Gain within 5 business days following the payment in full of all other amounts owing on the Swapped Notes (i.e., principal, accrued interest and Make-Whole Amount or Modified Make-Whole Amount).

Some of the market commentary was for the payment of the Swap Breakage Amount to be paid/netted concurrently with all other amounts on the same payment date. However, after discussion with the TPMC members and certain swaps professionals advising the TPMC (including those representing certain of the larger insurance institutions), institutions are reluctant to change the payment of the Swap Breakage Amount to the same day because that would mean that the Noteholders would have to enter into a forward termination of their swaps prior to the scheduled payment date in order to determine the Swap Breakage Amount and have it paid/netted on the scheduled payment date with all other amounts. Many of the institutions prefer not to terminate or amend their Swap Agreement until they are certain of receiving the payment in full (otherwise Noteholders could risk being unhedged on their Swapped Note if the payment does not occur).

As a compromise, the TPMC members have agreed to put a short time period in which Noteholders must determine the Swap Breakage Amount and give notice thereof following a Swap Unwind Event, followed by the payment of the Swap Breakage Amount. In this regard, although the language as described in the first paragraph of this Paragraph 3 stays the same, there are two relevant changes as part of the compromise. First, the Swap Breakage Amount must “promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”)”. Second, additional flexibility has been built into the date of payment of the Swap Breakage Amount by permitting alternative arrangements to be agreed to between the Issuer and the holder of a Swapped Note. In this regard, the Issuer and Noteholders holding a Swapped Note may be able to agree to a structure in a cooperative prepayment whereby all payments/netting occur on the same date subject to certain terms and conditions.

State: Final

File attachments:

ACIC Model Make-Whole and Swap Indemnity (Final April 18 2019)

Redline ACIC Model Form Make-Whole and Swap Indemnity (April 18 2019 vs May 20 2018)

ACIC Swap Indemnity Letter Form (Final April 18 2019)

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  1. The TPMC has agreed to add that the currency swap that the Noteholders will be entering into will be on an arm’s length basis. This is consistent with the language in the definition of “Original Swap Agreement” in the Model Form Make-Whole and Swap Breakage Indemnity.
  2. In addition to the existing carve out from the swap indemnity where a Purchaser is unwilling or unable to close on the scheduled closing date despite the Issuer meeting the conditions, the TPMC has also agreed to add an additional carve out to the effect that the transaction does not close on the scheduled closing date due to “the failure to fulfil such conditions precedent directly as a result of such Purchaser’s wilful misconduct, bad faith or breach of the terms of the Note Purchase Agreement”.
  3. In addition to the swap indemnity covering the cases where the scheduled closing date is cancelled or delayed, the TPMC has also added to the indemnity the case where “there are any changes between the date [of the swap indemnity letter] and the Contemplated Closing Date to the payment terms (including any scheduled payments under the swapped notes) or other information reflected in the Swap as disclosed to [the Issuer]”.
  4. Finally, one of the bigger points in these swap indemnity letters that have been negotiated in most transactions is whether the Purchasers should be handing over any net gain from a terminated swap resulting from the Issuer cancelling or delaying the scheduled funding/closing. After long debate, the TPMC has agreed to provide for Purchasers handing over a net gain only in the cases where the scheduled funding/closing does not occur as a result of “the conditions precedent set out in the Note Purchase Agreement not being met directly as a result of any Purchaser’s willful misconduct, bad faith or breach of the terms of the Note Purchase Agreement”. The insurance institutions expect that the responsibility for the closing conditions being satisfied best sits with the Issuer and it is the one in control of those conditions being met (not the Purchasers). Accordingly, the Issuer should be taking the risk associated with those conditions not being satisfied, not the Purchasers. However, in the case where any Purchaser causes the cancellation or delay of the scheduled funding/closing then the Purchasers should be handing over any net gain.

State: Final

File attachments:

ACIC Swap Indemnity Letter Form (Final April 18 2019)

Redline ACIC Swap Indemnity Letter Form (April 18 2019 vs May 20 2018)

Draft LIBOR Fallback Language

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The Transaction Process Management Committee “TPMC”) LIBOR Sub-Committee has prepared the attached draft LIBOR Fallback language and is distributing the drafts to the ACIC Fellows for review and comment. The LIBOR Fallback Language addresses what happens to floating rate notes if LIBOR is no longer available to be used as a reference rate. Please let Matt Gabrys (matthewgabrys@northwesternmutual.com) know if you have any comments to the LIBOR Fallback Language.

State: Proposed/Draft

File attachments: 

Draft LIBOR Fallback Language