Legal

Thomas C. Baxter, Jr. (bio)
Executive Vice President and General Counsel
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The Legal Group comprises six separate and distinct Functions: Legal, Bank Applications, Compliance, Corporate Secretary's Office (CSO), Federal Reserve Law Enforcement Unit (FRLEU), and Records Management.

The Legal Function is organized into four divisions that correspond roughly to the organizational structure of the Bank. The Function handles the Bank's legal work, including managing the Bank’s involvement in litigation, conducting transactions and formulating general policy, participating in negotiations, as well as drafting and reviewing documents, contracts and correspondence. It consists of the following divisions:

  • The Bank Supervision and Markets Division provides legal support in the areas of bank and bank holding company regulation and supervision, bank and bank holding company applications under authority delegated by the Board of Governors, capital markets (including open market operations), routine and emergency Discount Window liquidity operations, and the domestic and international payments and settlement systems policy and oversight. The division supports the supervision of financial institution, designated under the Dodd-Frank Act as subject to Board supervision because of their systemic importance. The Division leader also oversees the Federal Reserve Bank of New York’s Bank Applications Function.
  • The Corporate Affairs Division advises Bank management on issues related to human resources; immigration; tax compliance; diversity; corporate governance; access to information and records management; government oversight; and ethics. The division leader also oversees the Corporate Secretary's Office (CSO), and works closely with the Bank's Ethics Office.
  • Attorneys, investigators and staff in the Enforcement, Litigation, and Investigations Division (ELI) investigate possible violations of law and unsafe and unsound banking practices by banking institutions and institution-affiliated parties and recommend and draft enforcement actions for approval by the Board of Governors. In addition, ELI handles all litigation in which the Bank has an interest and conducts internal investigations involving potential violations of Bank policies.
  • The Financial Services, Technology and Contracts Division provides legal support for the Bank's Financial Services Group, Technology Services Group and the Wholesale Product Office—which oversees the Fedwire Funds Service, the Fedwire Securities Service, and the National Settlement Service; provides legal advice on matters involving the Bank's account relationships with depository institutions, the Treasury Department, foreign central banks and international organizations; and handles all contracting and procurement matters for the Bank.

The Bank Applications Function coordinates, analyzes, evaluates, and recommends Federal Reserve action on a variety of proposals by domestic and foreign banking organizations. The function assists in proposing amendments to applicable laws and regulations and contributes to the formulation of Federal Reserve policy on application matters. In addition, it educates local and foreign banking communities about U.S. laws and regulations relating to mergers, acquisitions and expansionary activities.

The Compliance Function promotes sound programs and policies designed to mitigate legal risks and protect the Bank's reputation. It comprises three business areas: the Compliance Department, the Assurance and Advisory Services Unit and the Ethics Office. In addition, the head of Compliance oversees the Bank’s Record’s Management Function.

  • The Compliance Department identifies compliance risk as well as develops and enhances risk mitigation policies and procedures. In addition, the team contributes to risk assessment initiatives; offers compliance training and education; monitors the effectiveness of control procedures; investigates compliance issues and breaches; and reports results to senior Bank management.
  • The Assurance and Advisory Services Unit independently evaluates the compliance programs of the Bank's business functions, including activities outsourced to independent service providers. It also provides advisory services to senior Bank management and Bank business functions.
  • The Ethics Office provides guidance to employees on conflicts of interest and other Code of Conduct–related issues. It considers waiver requests and serves as a central resource for resolving allegations of violations of policies; laws or regulations; and breaches of accounting; auditing and operational controls.

The Records Management Function establishes guidelines and procedures for the management and retention of all Bank records and information. In addition, it supports the efforts of Bank business areas with the management of their records in an orderly, efficient and accountable manner. The CSO is responsible for the corporate secretarial functions and curatorial functions of the Bank.

The CSO coordinates meetings of the Bank’s Board of Directors and Management Committee (MC) and provides staff assistance to the Directors, the President, the First Vice President, the MC and the MC Coordination Group. The CSO also maintains custody of the Bank’s seal and assists in the administration of the Bank’s Freedom of Information Policy.

The curating staff oversees the Bank’s extensive photographic collection, historical artifacts, and memorabilia. It has also developed, and is responsible for, the Bank’s Oral History Program. In addition, the curating staff creates exhibits for both in-house viewing and for the public in partnership with external institutions.

The Federal Reserve Law Enforcement Unit provides physical security for Bank employees, visitors, premises, valuables, and information; controls and monitors access to Bank premises; provides Executive Protection for Bank officials; participates in the screening of personnel for employment; and coordinates with attorneys and investigators to resolve issues involving misconduct within the Bank.

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