Overview
This newly created role of Senior Counsel, Corporate supports the Chief Legal Officer with securities law, governance, and other corporate matters across the organization and its affiliated companies. The position also provides legal counsel and advice for M&A and other strategic transactions globally—from diligence through execution and integration. Strong negotiation and project management skills are required to coordinate and efficiently close complex transactions on tight timelines.
Responsibilities
- Provide legal and business guidance for financing and strategic transactions, including:
- Due diligence
- Drafting and negotiation of M&A transactions
- Joint ventures and other strategic investments
- Support Treasury transactions and related matters, including:
- Equity and debt offerings
- Credit facilities
- Intercompany loans and agreements
- Charitable support and foundations
- Oversee and assist with overall corporate secretarial functional matters, including:
- Preparation of notices, agendas, materials, and minutes for board of directors and committee meetings
- Preparation for annual shareholder meetings
- Oversee creation, management, compliance, and dissolution of domestic and foreign entities, including:
- Policies and procedures for establishing entities
- Managing and approving corporate powers
- Assisting with annual reporting and compliance
- Performing periodic compliance audits
- Develop and oversee equity plans and executive compensation programs, including compliance with related securities regulations
- Develop and maintain policies and procedures to support SEC and other securities-related regulatory requirements applicable to publicly traded companies, including:
- Insider Trading Policy processes
- Section 16 filings
- Partner with Internal Audit, Finance, Compliance, and other teams on insurance, risk management, and compliance programs
- Draft, negotiate, and review complex agreements related to the role
- Resolve legal issues using negotiation skills and legal expertise, including pre-litigation dispute resolution and settlements
- Assist with development and implementation of template agreements, playbooks, training, and internal systems and procedures to support efficient legal operations
- Contribute to development, implementation, and enforcement of organizational policies and procedures to ensure legal compliance
- Support management of legal services budgets and assist with efficient allocation of resources
Requirements
- Education: Juris Doctor (JD) degree from an accredited law school
- Bar admission: Must be admitted to a US state bar in good standing
- Experience:
- Minimum of 7 years of legal experience
- Preferably 3+ years of exposure to the healthcare industry as an in-house counsel
- Experience with emerging company private and public company financing, corporate governance, M&A, and equity compensation
- Skills and abilities:
- Strong analytical and problem-solving skills
- Excellent communication and interpersonal abilities
- Ability to handle multiple projects in a fast-paced environment and exercise sound commercial and legal judgment
- Demonstrated ability to work independently with minimal supervision and collaboratively in a team environment
- Flexibility to take on different types of projects in a quickly scaling company as needed
- Technical competency:
- Strong understanding of laws and regulations affecting relevant practice areas to issue-spot and provide counseling, including:
- SOX
- Dodd-Frank Act
- Nasdaq listing standards
- Corporate governance initiatives
- Basic understanding of other laws and regulations relevant to sales and marketing of products to health care professionals and reimbursement by government programs, for example:
- Fraud and abuse (Anti-Kickback Statute, False Claims Act)
- FDA regulation (Food, Drug & Cosmetic Act)
- Privacy (HIPAA and GDPR)
- Anti-corruption (Foreign Corrupt Practices Act)
- Ability to determine which issues to elevate to senior management and appropriate timing for escalation
Preferred Qualifications
- 3+ years of exposure to the healthcare industry as an in-house counsel
Compensation & Benefits
- Not provided in the job description.
Location
- Not provided in the job description.
Physical Demands and Work Environment
- Frequently required to sit.
- Frequently required to stand.
- Frequently required to utilize hand and finger dexterity.
- Frequently required to talk or hear.
Equal Employment Opportunity
This employer is an equal opportunity employer committed to building an inclusive and diverse workforce. Discrimination is not tolerated based on race, religion, color, national origin, sex, sexual orientation, age, gender identity, veteran status, disability, genetic information, pregnancy, childbirth, or related medical conditions, or any other status protected under applicable federal, state, or local law.