General Counsel

General Counsel Position at TabaBank

TabaBank is seeking an experienced General Counsel to serve as the Bank's senior legal officer and principal legal advisor to the Board of Directors, Chief Executive Officer, and executive management team.

The General Counsel will be responsible for establishing and overseeing the Bank's legal framework as it integrates into TabaHoldings and expands its payments-focused banking activities. The role will provide legal advice across bank regulatory matters, corporate governance, payments and merchant acquiring, commercial agreements, affiliate and shared-services arrangements, new products, deposits, third-party relationships, and other matters affecting the Bank.

A central responsibility will be ensuring that TabaBank operates as a distinct regulated legal entity within the Bank Holding Company structure, with appropriate governance, contractual arrangements, books and records, decision-making authority, and protections around transactions and services involving TabaHoldings, TabaPay, and other affiliates.

The ideal candidate will have significant experience advising an OCC-regulated or other federally regulated bank. Experience with payments, merchant acquiring, card networks, fintech, or sponsor-bank relationships is highly desirable.

Key Responsibilities

Bank Regulatory & Supervisory Matters

• Serve as the Bank's principal legal advisor on applicable banking laws, regulations, and supervisory requirements.
• Advise management and the Board regarding OCC requirements applicable to a national bank.
• Provide legal guidance regarding Federal Reserve and FDIC requirements applicable to the Bank and its relationship with the BHC.
• Interpret regulatory requirements and assess their application to Bank products, activities, and strategic initiatives.
• Support regulatory examinations, meetings, and information requests.
• Monitor significant regulatory and legal developments affecting the Bank.

Corporate Governance & Board Support

• Serve as legal advisor to the TabaBank Board of Directors.
• Advise directors and management regarding fiduciary duties, corporate governance, conflicts of interest, and Bank decision-making.
• Support the maintenance of Board and committee charters and governance frameworks.
• Advise on delegations of authority and management approval structures.
• Support the Corporate Secretary function and maintenance of appropriate corporate records.
• Ensure appropriate documentation of material Bank decisions.

BHC, Affiliate & Shared-Services Governance

The Bank General Counsel will play a key role in establishing and maintaining the legal framework governing relationships among TabaBank, TabaHoldings, TabaPay, and other affiliates.

Responsibilities include:

• Advise on Regulation W and Sections 23A and 23B of the Federal Reserve Act.
• Identify and analyze affiliate and covered transactions.
• Develop and review intercompany and shared-services agreements.
• Advise on arm's-length and market-terms requirements.
• Establish appropriate legal frameworks for cost allocations and intercompany payments.
• Advise regarding information and data sharing among Bank and BHC entities.
• Address Bank access, ownership, confidentiality, and record-retention requirements.
• Ensure agreements preserve appropriate Bank oversight, audit, termination, and regulatory-access rights.
• Advise management on maintaining appropriate legal-entity separateness and protecting the interests of the Bank.

A core principle of the role will be ensuring that shared services can provide operational efficiency without diminishing the Bank's legal accountability, governance, or ability to independently satisfy its regulatory obligations.

Payments, Merchant Acquiring & Network Matters

The General Counsel will provide legal support for TabaBank's payments business, advising on merchant acquiring, PayFac sponsorship, payment processing, card-network relationships, settlement structures, and funds-transfer systems, including ACH, Fedwire, RTP, and FedNow. The role will oversee key merchant, processor, and network agreements while ensuring legal, regulatory, and risk considerations are appropriately managed across payment operations and settlement activities.

Advise on legal issues arising from settlement timing, chargebacks, refunds, merchant failures, network settlement, prefunding, overdrafts, and payment-related extensions of credit.

Deposits & Banking Products

• Advise on consumer and commercial deposit products.
• Review account agreements, disclosures, terms and conditions, and customer communications.
• Provide legal advice regarding deposit operations and electronic banking.
• Support development and review of overdraft and other account features.
• Advise on FDIC insurance and deposit-account structuring.
• Review new banking products before launch.
• Partner with Compliance on applicable consumer-protection requirements.

New Product & Strategic Initiatives

Commercial Contracts

Oversee the Bank's material commercial contracting activities, including:

• Technology agreements
• Processor agreements
• Card-network agreements
• Merchant/PayFac agreements
• Deposit-related agreements
• Banking and correspondent agreements
• Shared-services agreements
• Third-party service-provider agreements
• Professional-services agreements
• Confidentiality and data-sharing agreements

Establish appropriate contracting standards, approval authorities, and legal review requirements.

Partner with Third-Party Risk Management to ensure contracts contain appropriate provisions regarding audit rights, information security, business continuity, regulatory access, subcontractors, data ownership, termination, and other relevant Bank requirements.

Legal Entity, Corporate & Transactional Matters

• Maintain the Bank's corporate and legal-entity records.
• Advise on capital contributions, dividends, and other corporate actions.
• Support capital and funding transactions.
• Advise on investments and strategic transactions.
• Support mergers, acquisitions, integrations, and corporate restructurings as applicable.
• Coordinate with TabaHoldings General Counsel on matters affecting multiple legal entities while preserving independent Bank legal analysis where appropriate.

Privacy, Data & Information Sharing

Partner with Compliance, Information Security, and Privacy personnel regarding:

• GLBA and Regulation P
• FCRA and Regulation V
• Affiliate information sharing
• Customer confidentiality
• Data-use rights
• Data ownership
• Cybersecurity incidents and data breaches
• Records retention
• Regulatory access to Bank information

Ensure that arrangements involving TabaPay or other BHC shared-service providers appropriately protect Bank and customer information while permitting the Bank to meet its legal and supervisory obligations.

Policies & Regulatory Documentation

• Review significant Bank policies for legal sufficiency.
• Maintain appropriate legal policies and standards.
• Advise regarding regulatory recordkeeping and retention requirements.
• Ensure material contracts and corporate records are appropriately maintained.
• Support preparation and review of regulatory submissions and certifications.
• Maintain documentation supporting significant legal interpretations and decisions.

Required Qualifications

• Juris Doctor (J.D.) from an accredited law school.
• Active membership in good standing with at least one U.S. state bar.
• 10+ years of relevant legal experience , with significant experience advising banks or regulated financial institutions.
• Strong knowledge of U.S. banking laws and regulatory requirements.
• Experience working with federal banking regulators.
• Demonstrated experience advising senior executives and Boards.
• Strong commercial-contracting and transactional experience.
• Ability to provide practical legal advice in a rapidly evolving business environment.
• Strong judgment, communication, and executive presence.

Preferred Qualifications

• Prior Bank General Counsel, Deputy General Counsel, or senior bank regulatory counsel experience.
• Experience at an OCC-regulated national bank.
• Significant experience interacting directly with the OCC and/or Federal Reserve.
• Experience within a bank holding company structure.
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