Overview
A growing organization specializing in acquiring small and medium-sized enterprises (SMEs) from retiring owners is seeking a General Counsel to lead its legal function during a pivotal phase of growth. The company operates subsidiaries across more than 40 industries and 30 states, with consolidated revenue of $490 million. This role offers the opportunity to serve as the chief legal advisor to the board and executive team, shaping business strategy and governance as the organization transitions into a public company.
Responsibilities
Public Company Compliance & Governance
- Manage all SEC reporting obligations, including preparation and review of 10-K, 10-Q, 8-K, and proxy statements.
- Lead compliance with Sarbanes-Oxley (SOX), enforce insider trading policies, oversee Regulation FD adherence, and manage earnings call and quiet period protocols.
- Oversee board governance, including committee charters (audit, compensation, nominating), directors and officers (D&O) insurance, and director independence determinations.
- Act as the primary legal liaison to independent directors and board committees.
- Contribute to the design and ongoing implementation of internal controls.
Oversight of Legal Function
- Enhance existing legal infrastructure such as contract management systems, transaction and financing processes, governance documents, compliance programs, and legal operations.
- Build scalable legal processes to support growth of the organization and its portfolio of subsidiaries.
- Develop and manage processes for outside counsel engagement and legal spend.
- Oversee risk management philosophy across legal and corporate matters, including capital financing and transactions.
Employment & Equity Compensation
- Manage equity plans including stock options, restricted stock units (RSUs), and 409A valuations.
- Draft and negotiate executive employment agreements, severance arrangements, and equity award documentation.
- Provide employment law advice across the portfolio.
Crisis Management & Strategic Counsel
- Provide steady legal guidance during shareholder demands, regulatory inquiries, litigation, and transactions.
- Communicate clearly with the board, balancing risk without over- or under-stating issues.
- Deliver real-time legal counsel to support informed decision-making by the CEO and leadership team.
Basic Qualifications
- Minimum 10 years of legal experience, including significant exposure to public company legal matters or as outside counsel to public companies, particularly in an Emerging Growth Company (EGC) context.
- Experience working across multiple industries with adaptable legal judgment.
- Deep expertise in SEC reporting, SOX compliance, corporate governance, and public company operations.
- Proven track record of building public company legal functions from the ground up, including systems, teams, and processes, especially in resource-constrained environments.
- Strong knowledge of equity compensation, employment law, and executive agreements.
- Excellent commercial instincts with a history of advancing business objectives through practical legal advice.
- Outstanding communication skills and executive presence; comfortable engaging with boards and independent directors.
- Demonstrated leadership in mentoring junior legal talent and business stakeholders.
- Juris Doctor (J.D.) degree from an accredited law school.
Preferred Qualifications
- Transactional experience in mergers and acquisitions (M&A), capital markets, or both.
- Experience drafting and negotiating complex commercial agreements and financing documents.
- Intellectual property portfolio management experience.
- Familiarity with data privacy compliance including GDPR, CCPA, and relevant state or sector-specific regulations.
- Experience with broad-based employee equity programs.
- Knowledge of state blue sky and securities laws.
Compensation & Benefits
- Competitive salary.
- Equity participation for all employees.
- Comprehensive medical, dental, and vision coverage for employees and their families.
- Paid parental leave.
- Supportive work-life balance culture with emphasis on taking vacation and unplugging after work.
- Opportunities for professional growth and development.
Location
The role supports a public company operating across multiple states; specific location details are not provided.