Project Overview

Our client, FSD Africa, is seeking an experienced Legal Counsel to join the founding executive team of a newly established credit guarantee institution that will play a critical role in mobilising private investment into South Africa's infrastructure sector. Reporting directly to the Chief Executive Officer, the successful candidate will establish the legal, governance, and regulatory foundations of the organisation, ensuring it operates as a commercially disciplined and fully compliant licensed insurer.

This is a rare opportunity to help build a new financial institution from inception. The Legal Counsel will provide strategic legal advice across governance, guarantee transactions, regulatory engagement, commercial agreements, and institutional partnerships, working closely with executive leadership, the Board, regulators, shareholders, development finance institutions, and external legal advisers.

The ideal candidate will bring significant experience in corporate, commercial, financial services, or project finance law, with strong exposure to complex transactions, regulated financial institutions, or development finance environments. They will be commercially minded, collaborative, and capable of balancing legal rigour with pragmatic business advice.

Key Activities

• Provide strategic legal advice across governance, commercial, regulatory, and operational matters.
• Support the establishment of the organisation's legal, governance, and compliance frameworks.
• Advise on guarantee transactions, portfolio activities, and complex commercial arrangements.
• Conduct legal due diligence on counterparties, transactions, and institutional partnerships.
• Draft, review, negotiate, and execute guarantee agreements, commercial contracts, shareholder agreements, and institutional documentation.
• Provide legal input into transaction structuring, risk allocation, and funding arrangements.
• Support Board governance, corporate governance processes, and strategic initiatives.
• Monitor legal and regulatory developments and assess their impact on the organisation.
• Identify, manage, and escalate legal and regulatory risks.
• Support engagement with the Prudential Authority and other regulatory bodies.
• Manage relationships with external legal advisers and coordinate legal workstreams.
• Collaborate with finance, risk, origination, operations, and executive teams to ensure legal considerations are embedded throughout business activities.
• Develop legal policies, procedures, templates, and governance documentation to support organisational growth.
• Contribute to continuous improvement of legal processes, governance, and institutional capability.

Your Background

Essential

• Admitted Attorney or Advocate in South Africa with post-admission experience in corporate, commercial, regulatory, transactional, or financial services law.
• Experience gained within a leading law firm, development finance institution, insurer, investment organisation, or similarly complex environment.
• Experience supporting guarantee, insurance, project finance, infrastructure finance, or structured finance transactions.
• Strong experience drafting, reviewing, and negotiating complex commercial contracts and transaction documentation.
• Experience advising executive teams and Boards on governance, regulatory compliance, and legal risk.
• Strong understanding of legal due diligence and transaction structuring.
• Ability to translate complex legal matters into practical commercial advice.
• Excellent stakeholder management and communication skills.
• Experience managing multiple priorities within fast-paced and evolving environments.

Desirable

• Experience within regulated financial institutions.
• Knowledge of South African insurance legislation, including the Insurance Act 18 of 2017 and Prudential Authority requirements.
• Experience working with development finance institutions, multilateral organisations, or donor-funded programmes.
• Experience supporting infrastructure, project finance, or public-private partnership transactions.
• Familiarity with cross-border transactions across Africa.
• Knowledge of ESG, sustainable finance, or impact investment frameworks.
• Understanding of FICA, anti-money laundering, and broader financial services regulatory requirements.
• French or additional African language capability.
• Experience working within founding teams or start-up financial institutions.