Attorney – Dfc

About the Position

Dexis is recruiting for an Attorney to support the US International Development Finance Corporation.

The US International Development Finance Corporation (DFC) is America’s development finance institution. DFC partners with the private sector to finance solutions to the most critical challenges facing the developing world today. Direct equity investment is one of the key elements of support that DFC can use to fulfil its mandate. Key to the effective oversight and management of DFC’s direct equity investments is the ability to appoint nominee directors (NDs) to serve on the Board of Directors/Supervisory Boards of its equity investees. DFC requires support of an Attorney to develop its ND program. The Attorney will directly support the Office of General Counsel (OGC). Among other things, OGC is responsible for providing legal counsel on a wide variety of international finance and investment and banking issues associated with DFC’s activities and mission. The contractor will provide support to OGC on ND-related matters, including the development and operation of a ND program.

This position is contingent on award.

Responsibilities

Nominee Director (ND) Program Development

• In coordination with the Administrative Law team, evaluate the programmatic impacts of federal, procurement, ethics and personnel laws and regulations on DFC’s use of external contractors and employees to serve as NDs on the boards of DFC equity investees. Perform legal due diligence and reviewing.
• Consult with OGC, the business lines and other internal constituencies to identify requirements for a ND program and, where applicable, benchmark against ND programs run by development finance institutions (DFIs) and other relevant parties.
• Prepare a memorandum on the development of a ND program by DFC for the Associate General Counsel and Deputy Associate General Counsel (D/AGC) for equity investments and Senior Management. The memorandum should analyze legal and other considerations applicable to the use of, and the feasibility of engaging, external contractors and internal employees to serve as NDs. This memorandum should be coordinated with OGC’s Administrative Law team on matters regarding procurement, ethics, and personnel law. The memorandum should evaluate programmatic and commercial requirements and practices of other relevant parties, including DFIs. Moreover, the memorandum should include recommended next steps and an anticipated timeline.
• Respond to any comments arising from OGC reviews of the memorandum, and perform such follow up research and analysis as may be required.

ND Program Implementation

• At the direction of the government, prepare the required documentation for program implementation. It is expected this direction will be provided once the government has determined the manner in which it wants to implement this program. In accordance with direction provided by the government, the contractor will support implementation by drafting required documents for government review/approval. The Attorney will also coordinate processes for routing required approvals within OGC and other relevant entities within DFC. The documents and processes on which the Attorney is expected to work include, but are not limited to:
  • Applicable documentation setting out the scope and procedures applicable to the operation of the ND program
  • Programmatic guidance on how to build statements of work, and other required documents, on the engagement of external NDs
  • Draft the required statements of work, and other required documents, for review/approval on individual engagements of external NDs
  • Provide draft opinions, responses, or other documents, for OGC review and use, to respond to queries from the Office of Government Ethics or other federal agencies
  • Identify potential providers of directors and officers insurance or other coverage considered necessary for NDs
  • If needed, develop questionnaires for local counsel on the scope of ND responsibilities and liabilities in relevant jurisdictions
  • In coordination with D/AGCs and the Administrative Law team, draft guidance for NDs on the scope of their responsibilities in serving as a DFC ND
  • Engage with OGC, DFC business lines and other relevant parties to identify and develop a pool of qualified external and internal ND candidates

ND Program Operation

• Support ongoing operation of the ND program, including continued expansion of the pool of ND candidates, development and delivery of ongoing training to DFC NDs, identification of areas for further development and improvement, and responses to queries from internal and external parties.

Qualifications 

• Must hold or be able to obtain a Secret level security clearance.
• Must be a graduate of an accredited law school with an LL.B. or J.D.
• Must have a minimum of 10 years working experience as a licensed and practicing attorney, including transactional international development finance experience in project or corporate finance and/or direct equity investing. A familiarity with laws and regulations regarding federal procurement, ethics, and personnel is highly desirable.
• Must have at least 5 years of experience in corporate governance matters.