Overview
The Senior Counsel, Corporate will work closely with the Chief Legal Officer to support securities law, governance, and other corporate matters for the organization and its affiliated companies. This role involves providing legal counsel and advice for mergers and acquisitions (M&A) and other strategic transactions globally, managing the process from diligence through execution and integration. The position requires strong negotiating and project management skills to coordinate and efficiently close complex transactions on tight timelines. Additionally, the role assists in managing overall legal affairs, ensuring compliance with laws and regulations, and mitigating legal risks to support organizational objectives.
Responsibilities
- Provide legal and business guidance on various forms of financing and strategic transactions, including due diligence, drafting, and negotiation of M&A transactions, joint ventures, and other strategic investments
- Support treasury transactions and matters, including equity and debt offerings, credit facilities, intercompany loans and agreements, and charitable support and foundations
- Oversee and assist with corporate secretarial functions, including preparation of notices, agendas, materials, and minutes for board of directors and committee meetings, as well as preparation for annual shareholder meetings
- Manage the creation, compliance, and dissolution of domestic and foreign entities, including policies and procedures for establishing entities, managing corporate powers, assisting with annual reporting and compliance, and performing periodic compliance audits
- Develop and oversee equity plans, executive compensation programs, and compliance with associated securities regulations
- Develop and maintain policies and procedures for compliance with SEC and other securities-related regulatory requirements applicable to publicly traded companies, including Insider Trading Policy processes and Section 16 filings
- Partner with Internal Audit, Finance, Compliance, and other departments on insurance, risk management, and compliance programs
- Draft, negotiate, and review a wide range of complex agreements related to the role
- Resolve legal issues through negotiation and legal expertise, including pre-litigation dispute resolution and settlements
- Assist in creating new template agreements, playbooks, training, and internal systems and procedures to support efficient legal operations
- Contribute to the development, implementation, and enforcement of organizational policies and procedures to ensure legal compliance
- Support management of legal services budgets and assist in ensuring efficient allocation of resources
Requirements
- Juris Doctor (JD) degree from an accredited law school
- Admission to a US state bar in good standing
- Minimum of 7 years of legal experience, with at least 3 years as in-house counsel in the healthcare industry preferred
- Experience with emerging company private and public company financing, corporate governance, M&A, and equity compensation
- Strong analytical and problem-solving skills
- Excellent communication and interpersonal abilities
- Ability to manage multiple projects in a fast-paced environment and exercise sound commercial and legal judgment
- Demonstrated ability to work independently with minimal supervision and collaboratively within a team
- Flexibility to take on various projects in a rapidly scaling company
- Strong understanding of laws and regulations affecting client areas, including SOX, Dodd-Frank Act, Nasdaq listing standards, and corporate governance initiatives
- Basic understanding of laws relevant to sales and marketing of products to healthcare professionals and reimbursement by government programs, such as Anti-Kickback Statute, False Claims Act, FDA regulations, HIPAA, GDPR, and Foreign Corrupt Practices Act
- Ability to identify issues requiring escalation to senior management and appropriate timing for doing so
Competencies
- Legal analysis
- Compliance support
- Contract review
- Risk assessment
- Litigation management
- Policy support
- Collaboration and communication skills
- Budget management
- Direction and management of external counsel and advisors as needed
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
The organization is an equal opportunity employer committed to building an inclusive and diverse workforce. It does not discriminate 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.
Applicants are notified of their rights pursuant to federal employment laws.