Lead Counsel, Corporate and Banking

The Team: 

Upstart’s Legal team partners across the business to help the company build, scale, and operate with sound legal judgment. This role will support Upstart’s proposed OCC-chartered bank by building and maintaining the corporate governance, board support, and affiliate transaction frameworks needed for a regulated national bank environment.

As the Lead Counsel, Corporate and Banking at Upstart, you will own core governance responsibilities for the bank, including board and committee processes, governance policies, director and executive guidance, intercompany agreements, and Regulation W compliance. You will work closely with senior leaders across Legal, Risk, Treasury, Accounting, and Tax, to help the bank operate in a way that is examination-ready, practical, and scalable.

How you’ll make an impact

• Lead corporate governance support for Upstart Bank, including board and committee meeting preparation, agendas, pre-read materials, minutes, resolutions, policies, and committee charters
• Advise bank directors, executives, and internal partners on governance obligations, bank structure, director duties, and corporate governance requirements applicable to an OCC-chartered national bank, including management of conflicts between the bank and its affiliates and issues arising from dual-hatted employees.
• Provide guidance regarding the Bank Holding Company Act and related regulatory requirements and supervisory expectations for the bank’s parent company, Upstart Holdings, Inc., including Federal Reserve bank holding company reporting requirements (e.g., FR Y-series reports).
• Support the bank's engagement with its primary federal regulator (OCC), the FDIC and the Federal Reserve, including preparation for and response to examinations, and advising internal stakeholders on CAMELS ratings implications and strategies to maintain strong supervisory standing. 
• Support intercompany agreements and affiliate transaction processes, including Regulation W analysis, documentation, monitoring, and coordination with Treasury, Accounting, Tax, and Regulatory Counsel.
• Build and maintain legal processes that support examination readiness, including clear documentation, durable operating rhythms, and timely responses to regulatory or supervisory requests.
• Partner cross functionally to identify governance, regulatory, or affiliate transaction considerations related to new products, business initiatives, and bank operations.
• Manage special corporate and banking projects as needed, including bank regulatory examinations, governance enhancements, internal policies, and external counsel coordination.

Minimum Qualifications 

• J.D. degree and active membership in at least one U.S. state bar.
• 8+ years of banking law, bank regulatory, corporate governance, or financial services legal experience at a law firm, financial institution, fintech, or regulated bank.
• Working knowledge of OCC regulations, the National Bank Act, Bank Holding Company Act, and Regulation W.  
• Experience advising on corporate governance matters for a bank, bank holding company, or other regulated financial institution, including affiliate transaction monitoring, intercompany agreement structures, and bank governance controls.
• Experience supporting OCC examinations, supervisory responses, or other bank regulatory engagement.
• Experience with Federal Reserve bank holding company reporting and navigating supervisory frameworks such as CAMELS ratings.
• Experience identifying and managing conflicts of interest between a bank and its affiliates, including issues arising from dual-hatted employees who hold positions at both the bank and a parent holding company.
• Experience drafting or reviewing board minutes, committee charters, governance policies, resolutions, or intercompany agreements.

Preferred Qualifications

• Prior in-house legal experience at a bank, fintech, or other regulated financial services company.
• Ability to translate complex regulatory requirements into clear, practical guidance for business, finance, and executive stakeholders.
• Experience building governance processes, playbooks, or legal operating frameworks in a new or evolving regulated environment.
• Familiarity with de novo bank application processes, OCC charter requirements, or standing up legal and governance frameworks for a newly chartered bank.

Position location This role is available in the following locations: Remote

Time zone requirements The team operates on the East/West coast time zones. 

Travel requirements As a digital first company, the majority of your work can be accomplished remotely. The majority of our employees can live and work anywhere in the U.S but are encouraged to to still spend high quality time in-person collaborating via regular onsites. The in-person sessions’ cadence varies depending on the team and role; most teams meet once or twice per quarter for 2-4 consecutive days at a time.

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