Corporate Counsel

Overview

The organization is seeking a Corporate Counsel to support general corporate matters, corporate governance, and entity management across a multi-entity structure spanning several wholly-owned subsidiaries. This role also supports M&A and financing activity from the corporate side, with a primary focus on governance, entity maintenance (“entity hygiene”), cap table support, and transaction diligence readiness.

This position is remote or based in Des Moines, IA.

Responsibilities

• Own subsidiary governance and corporate hygiene, including:
  • Organizational documents
  • Board and stockholder/member consents
  • Officer and director appointments
  • State registrations and qualifications
  • Annual reports and good standing maintenance
• Build and maintain a repeatable corporate maintenance operating model, including:
  • Governance calendars
  • Consent and resolution templates
  • Entity records
  • Signing authority documentation
• Draft, negotiate, and maintain intercompany agreements and internal restructuring documentation, ensuring alignment with Finance, Tax, and Accounting positions.
• Support capitalization table accuracy, including equity issuances, option grants, transfers, and ongoing reconciliation with Finance and the equity platform.
• Provide corporate diligence support for financings and transactions, including:
  • Building and managing data rooms
  • Responding to diligence requests
  • Preparing officer certificates, closing checklists, and signature packets
• Own defined M&A and strategic transaction workstreams, including:
  • Drafting and negotiating corporate transaction documents
  • Corporate diligence
  • Entity formation
  • Post-closing governance matters
  • Entity consolidation and clean-up
  • Integration of acquired entities
• Serve as the internal resource on entity structure (e.g., which entity signs a given document and whether it can do so), partnering with Finance, Accounting, Compliance, Contracts, Product, and Operations.
• Support licensing and regulatory filings that depend on corporate structure, including:
  • Corporate practice of medicine considerations
  • PC/MSO arrangements
  • Multi-state registration requirements
• Identify and escalate corporate, securities, and healthcare regulatory risk early, including a recommended path forward.
• Manage outside counsel for assigned governance, entity, and filing matters, including scoping work, holding budgets, and quality-checking deliverables.
• Other duties as assigned.

Requirements

• Juris Doctor (JD) from an ABA-accredited law school and an active license to practice in at least one U.S. jurisdiction.
• 4–6 years of corporate law experience from a law firm, in-house legal team, or a combination.
  • Corporate or emerging companies/venture capital (ECVC) training at a strong firm is valued.
• Hands-on experience owning entity governance and corporate maintenance for a multi-entity organization.
• Working command of cap tables, equity issuances, board governance mechanics, entity management, and state registration and qualification requirements.
• Experience supporting financings and M&A from the corporate side, including diligence, data rooms, closing mechanics, and post-closing clean-up.
• Highly detail-oriented with strong project management and follow-through, able to carry multiple workstreams independently.
• Clear communicator who provides proactive status updates, escalates early, and partners effectively across Finance, Accounting, Compliance, and Operations.
• Able to take and apply feedback and approach ambiguous problems with a solutions-oriented mindset.
• Comfortable operating as a hands-on generalist in a rapidly scaling organization with evolving priorities.

Preferred Qualifications

• Healthcare or other regulated-industry exposure.
• Familiarity with corporate practice of medicine and PC/MSO structures.

Compensation & Benefits

For salaried positions, eligibility includes:

• Medical, Dental, and Vision plans
• Flexible Spending/Health Savings Accounts
• Flexible PTO
• 401(k) + Company Match
• Life Insurance, Pet insurance, and more

Location

• Remote or based at HQ in Des Moines, IA.