Senior Legal Counsel

ROC USA Capital is seeking a transaction-focused Legal Counsel to support its community development lending activities. This role is best suited for an attorney who excels at executing real estate lending transactions, managing legal due diligence, and supporting borrower compliance across a growing national portfolio.

The Legal Counsel will serve as a key partner to the lending team, supporting loan closings from diligence through execution, and contributing to the efficient structuring and administration of loan participations with external capital partners.

This is a hands-on role in a lean, mission-driven environment, requiring strong attention to detail, sound judgment, and the ability to manage multiple transactions simultaneously.

Loan Closing & Transaction Execution (Primary Focus)

• • Draft, review, and negotiate loan documents, including:
  • Loan agreements, promissory notes, and security instruments
  • Guarantees, subordination agreements, and intercreditor agreements
  • Manage legal due diligence, including:
  • Borrower entity formation, authority, and governance
  • Title, survey, and real estate documentation
  • Coordinate all legal aspects of loan closings with:
  • Internal lending staff
  • Borrower counsel
  • Title companies and escrow agents
  • Ensure transactions are executed efficiently and in alignment with internal policies and investor requirements

Borrower Compliance & Portfolio Legal Support

• • Support post-closing legal matters, including:
  • Consents, waivers, and loan modifications
  • Ongoing borrower compliance with loan agreements
  • Assist with documentation and legal review related to:
  • Defaults, restructurings, and enforcement actions
  • Help ensure consistency and compliance across the loan portfolio
  • Collaborate with asset management and servicing teams on legal aspects of portfolio oversight

Loan Participation & Capital Execution

ROC USA Capital operates a participation-based lending model in which:

• • Capital is raised to the balance sheet
  • Loans are originated to resident-owned cooperatives
  • Approximately 70% of each loan is sold to participation partners (e.g., banks, CDFIs, impact investors)
  • ROC USA Capital retains approximately 30% and continues to service and manage the full loan

Within this model, Legal Counsel will:

• • Draft and negotiate participation-related documentation, including:
  • Loan participation agreements
  • Participation purchase and sale agreements
  • Intercreditor and servicing agreements
  • Support the execution of participations with existing capital partners by:
  • Translating loan terms into participation structures
  • Ensuring alignment between loan documents and participation agreements
  • Coordinate with internal capital and finance teams to:
  • Implement participation transactions efficiently post-closing
  • Ensure compliance with partner requirements and policies
  • Assist with ongoing administration of participation relationships, including:
  • Amendments, assignments, and transfers
  • Documentation updates tied to servicing and reporting requirements
  • Contribute to the development and refinement of standardized participation templates and processes to support scalable capital deployment

Note: This role supports execution and management of participation relationships and does not involve sourcing or fundraising from capital partners.

Legal Risk Management & Outside Counsel Coordination

• Identify and escalate legal risks within transactions and portfolio activities
• Support engagement and oversight of outside counsel when needed
• Assist in managing scope, timelines, and budgets for external legal providers
• Contribute to the development and maintenance of standardized legal templates and documentation

Qualifications

Required

• J.D. from an accredited law school and active bar membership in good standing
• Min of 6–10 years of legal experience in commercial real estate finance, banking, or community development lending
• Demonstrated experience supporting real estate lending transactions through closing
• Strong working knowledge of:
  • Loan documentation and secured transactions
  • Title and survey review
  • Multi-party deal structures
• Ability to manage multiple transactions simultaneously in a fast-paced environment
• Strong attention to detail and organizational skills
  • Comfortable working in a collaborative, mission-driven, and evolving environment

Preferred

• • Experience working with CDFIs, housing nonprofits, or mission-driven lenders
• Working knowledge of affordable housing finance tools (e.g., HUD programs, state/local housing programs).

We also offer an excellent benefits package, including a comprehensive Health Plan (medical, dental, and vision), FSA, vacation time, and a 3% retirement match.