Legal & Compliance Department Vice President & Counsel

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Main Purpose of the Role

The Counsel role will support all aspects of in-house legal duties. Key responsibilities involve supporting the company’s real estate private equity and institutional investment platform, including investment product development and management and compliance with the regulatory requirements of our SEC-regulated US investment adviser and globally regulated subsidiaries.


  • Provide legal advice with respect to formation, structuring and operations of U.S. and offshore private equity funds and separate accounts (in each case, with focus on real estate equity and credit strategies, both direct and listed).
  • Provide legal advice with respect to complex real estate transaction structuring.
  • Draft and negotiate, in conjunction with outside counsel, private fund organizational documents and offering memorandums.
  • Manage internal corporate governance deliverables such as legal entity tracking, maintenance of corporate books and records, and monitoring of regulatory compliance.
  • Draft and negotiate, in conjunction with outside counsel, additional investment documents including: joint venture operating agreements, limited partnership agreements, limited liability company agreements, subscription agreements, investment management agreements, separately managed account agreements and side letters (including negotiations with sovereign wealth funds, state pension plans, banks and governmental investment entities, and other institutional investors).
  • Draft and negotiate applicable commercial agreements related to AEW and its products including distribution agreements, confidentiality agreements, credit facilities, vendor agreements and other contracts.
  • Support compliance matters relating to products and AEW’s business generally (e.g. Investment Advisers Act of 1940; Investment Company Act of 1940; Bank Holding Company Act; CFTC; FINRA; ex-US product and investment manager licensing regimes; etc.).
  • Act as a business partner and demonstrate expert and practical commercial understanding.

Skills/Experience Required

  • J.D. with major law firm experience.
  • Experience in private equity fund formation (ideally including familiarity with Asia-Pacific strategies).
  • Real estate equity and/or credit transactional experience is a plus.
  • Ability to work independently but knows when to seek input from Team.
  • Ability to multi-task to keep various initiatives moving forward.
  • Analytical thinking and good judgment.
  • Ability and willingness to learn new subject matter.
  • Attention to detail.
  • In-house experience, particularly in private equity and/or financial services, a plus

AEW Capital Management is an affirmative action-equal opportunity employer.

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