Attorney, DFC

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

The US International Development Finance Corporation (DFC) is America's developmentfinance institution. DFC partners with the private sector to finance solutions to the most criticalchallenges facing the developing world today. Direct equity investment is one of the key elements of support that DFC can use to fulfil itsmandate. Key to the effective oversight and management of DFC's direct equity investments isthe ability to appoint nominee directors (NDs) to serve on the Board of Directors/SupervisoryBoards 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 otherthings, OGC is responsible for providing legal counsel on a wide variety of international financeand investment and banking issues associated with DFC's activities and mission. Thecontractor will provide support to OGC on ND-related matters, including the development andoperation of a ND program.

This position is contingent on award.

Nominee Director (ND) Program Development

• In coordination with the Administrative Law team, evaluate the programmatic impacts offederal, procurement, ethics and personnel laws and regulations on DFC's use of externalcontractors 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 identifyrequirements for a ND program and, where applicable, benchmark against ND programs run bydevelopment finance institutions (DFIs) and other relevant parties.
• Prepare a memorandum on the development of a ND program by DFC for theAssociate General Counsel and Deputy Associate General Counsel (D/AGC) for equityinvestments and Senior Management. The memorandum should analyze legal and otherconsiderations applicable to the use of, and the feasibility of engaging, external contractors andinternal employees to serve as NDs. This memorandum should be coordinated with OGC'sAdministrative Law team on matters regarding procurement, ethics, and personnel law. Thememorandum should evaluate programmatic and commercial requirements and practices ofother relevant parties, including DFIs. Moreover, the memorandum should includerecommended next steps and an anticipated timeline.
• Respond to any comments arising from OGC reviews of the memorandum, andperform such follow up research and analysis as may be required.

ND Program Implementation

• At the direction of the government, prepare the required documentation for programimplementation. It is expected this direction will be provided once the government hasdetermined the manner in which it wants to implement this program. In accordance withdirection provided by the government, the contractor will support implementation by draftingrequired 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 notlimited to:
  
  
  
  • Applicable documentation setting out the scope and procedures applicable to theoperation of the ND program
  • Programmatic guidance on how to build statements of work, and other requireddocuments, on the engagement of external NDs
  • Draft the required statements of work, and other required documents, forreview/approval on individual engagements of external NDs
  • Provide draft opinions, responses, or other documents, for OGC review and use, torespond to queries from the Office of Government Ethics or other federal agencies
  • Identify potential providers of directors and officers insurance or other coverageconsidered necessary for NDs
  • If needed, develop questionnaires for local counsel on the scope of ND responsibilitiesand liabilities in relevant jurisdictions
  • In coordination with D/AGCs and the Administrative Law team, draft guidance for NDson the scope of their responsibilities in serving as a DFC ND
  • Engage with OGC, DFC business lines and other relevant parties to identify and developa pool of qualified external and internal ND candidates
  
  
  
  

ND Program Operation

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

• 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 practicingattorney, including transactional international development finance experience in project orcorporate finance and/or direct equity investing. A familiarity with laws and regulationsregarding federal procurement, ethics, and personnel is highly desirable.
• Must have at least 5 years of experience in corporate governance matters.