Senior Counsel Corporate

Overview

This role involves working closely with the Chief Legal Officer to support securities law, corporate governance, and other corporate matters for the organization and its affiliated companies. The Senior Counsel, Corporate will provide legal counsel and advice for mergers and acquisitions (M&A) and other strategic transactions globally, managing the process from due diligence through execution and integration. The position requires strong negotiation and project management skills to coordinate and close complex transactions efficiently under tight timelines. Additionally, the role supports 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 financing and strategic transactions, including due diligence, drafting, and negotiation of M&A deals, joint ventures, and strategic investments.
• Support treasury transactions such as equity and debt offerings, credit facilities, intercompany loans, and charitable support and foundations.
• Oversee corporate secretarial functions, including preparation of notices, agendas, materials, and minutes for board of directors and committee meetings, as well as annual shareholder meeting preparations.
• Manage the creation, compliance, and dissolution of domestic and foreign entities, including policies and procedures for entity establishment, corporate powers management, annual reporting, compliance audits, and approvals.
• Develop and oversee equity plans, executive compensation programs, and ensure compliance with related 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.
• Collaborate 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 relevant 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 materials, 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 efficient resource allocation.

Requirements

• Juris Doctor (JD) degree from an accredited law school.
• Admission to a U.S. 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 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.
• Sound commercial and legal judgment.
• Ability to work independently with minimal supervision and collaboratively within a team.
• Flexibility to take on various projects in a rapidly scaling environment.
• Strong understanding of laws and regulations affecting client areas, including SOX, Dodd-Frank Act, Nasdaq listing standards, and corporate governance.
• Basic knowledge of laws relevant to healthcare product sales and reimbursement, 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 escalation.

Preferred 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

• Frequent sitting and standing.
• Frequent use of hand and finger dexterity.
• Frequent talking and hearing.

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.