Primary Purpose of Position:

• Provide legal services to advance Boston Properties’ (“BXP”) business objectives in light of applicable legal requirements (including SEC, NYSE and Delaware requirements) and BXP policies.

• Assist the Chief Legal Officer (“CLO”), the Vice President, Corporate Counsel (“VCC”) and the Corporate Counsel (“CC”) in advising the Board of Directors and executive management on all securities law, corporate governance and general corporate law matters.

• Provide transactional support (either (1) independently or (2) with senior internal counsel and/or outside counsel) on corporate aspects of corporate financings, acquisitions, dispositions, developments, and secured financings, and other arrangements with third parties.
  

Essential Functions:

• Work with management and outside counsel on execution of all securities offerings (equity and debt), including private placements of operating partnership units in property acquisitions and registration rights, if any, to be granted to the contributors.

• Provide transactional support for corporate and structuring aspects of real estate acquisitions, dispositions, developments and financings.

• Provide transactional and ongoing support in connection with the formation and operation of joint ventures with international and domestic partners.

• Assist with the coordination of activities of outside counsel providing securities and business law counsel on various matters.

• Assist the CLO and VCC to develop, implement and maintain policies and procedures to ensure compliance with all new corporate governance initiatives being promulgated by the SEC and NYSE, as well as existing requirements.

• Monitor trends in corporate governance “best practices” (including those of institutional investors, ISS, Glass Lewis, etc.) and provide advice to the CLO and VCC with respect thereto.

• Provide transactional support on corporate aspects of Section 1031 “like kind exchanges.”

• Assist in preparing and overseeing budget and fee arrangements for outside counsel fees and other administrative expenses related to corporate and regulatory matters

• Draft Current Reports on Form 8-K, portions of proxy statements and press releases as directed by the VCC and the CC. Assist Accounting and Finance Departments in the preparation and filing of all SEC filings, including ensuring that all disclosures comply with Regulation G (use of non-GAAP financial measures) and Regulation FD (selective disclosure).

• Assist in preparation for Board/Committee meetings and annual stockholders meetings.

• Draft minutes of Board/Committee meetings as directed by the CLO or the VCC.

• Assist the CC in overseeing and negotiating contractual relationships with third-party vendors relating to various matters.

• Assist the CC in overseeing various compliance policies such as the Code of Business Conduct and Ethics, Data Security, Records Retention, OFAC and Policy on Company Political Spending.
  

Non-Essential Functions:

• Participate in industry-related organizations.

• Perform other duties as assigned from time to time by the CLO, the VCC and the CC.
  

Requirements and Qualifications:

• Undergraduate and Juris Doctor Degrees; admission to practice of law in Massachusetts required.

• A minimum of 4 years of related and relevant work experience required (5+ years in corporate department of large law firm preferred).

• Working knowledge of corporate, securities and general business law required (prior representation of REIT clients preferred).

• Ability to provide consistent, high-quality legal analysis, advice and transactional support.

• Ability to produce a significant volume of work necessary to timely complete complex transactions and assigned tasks.

• Ability to interact with co-workers, equity/debt holders and vendors in an articulate, courteous and business-like manner at all times.

• Ability to work under pressure independently, as well as part of a team.

• Ability to effectively supervise and control outside attorneys when directed by the CLO or the VCC.

• Adaptability to changing demands.

• Attention to detail and effective problem-solving skills.

• Flexibility to work beyond regularly scheduled business hours; travel may be required locally or to other regional offices on a limited basis.

• Strong communication, organization and multi-task management skills.

• Intermediate to advanced computer skills; working knowledge of Microsoft Word and Internet legal research methods required; knowledge of Excel preferred.
  

Physical Requirements:

• Involves work of a general office nature usually performed sitting such as operation of a computer.

• Involves work of a general office nature usually standing such as operation of a photocopier, printer and a fax machine.

• Involves movement between departments to facilitate work.

• Some bending and lifting of boxes and files no more than 10 pounds.
  

Internal and External Contacts:

• The position interacts extensively verbally and in writing with all levels of employees within BXP and with outside counsel, current and prospective equity/debt holders and vendors.

• Maintain regular communication with the CLO, VCC, CC and Corporate Paralegal.
  

Reporting Structure:

• This position reports directly to the VCC who provides supervision and guidance and who evaluates work performance on a periodic basis.