Senior Counsel Corporate

Overview

The Senior Counsel, Corporate will collaborate closely with the Chief Legal Officer to provide legal support on securities law, corporate governance, and other corporate matters for the organization and its affiliated entities. This role involves advising on 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 efficiently close complex transactions within tight timelines. Additionally, the role supports overall legal affairs, ensuring compliance with applicable laws and regulations and mitigating legal risks to advance 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-related transactions such as equity and debt offerings, credit facilities, intercompany loans, agreements, and charitable foundations.
• Oversee corporate secretarial functions, including preparation of notices, agendas, materials, and minutes for board and committee meetings, as well as annual shareholder meeting preparations.
• Manage the creation, compliance, and dissolution of domestic and foreign entities, including policies for entity establishment, corporate powers, annual reporting, compliance audits, and approvals.
• Develop and oversee equity plans, executive compensation programs, and ensure compliance with related securities regulations.
• Maintain policies and procedures for compliance with SEC and other securities-related regulatory requirements applicable to publicly traded companies, including Insider Trading Policy 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 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 resource allocation.

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 financing, corporate governance, M&A, and equity compensation.
• Strong analytical, problem-solving, communication, and interpersonal skills.
• 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 diverse 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 related to healthcare product sales and marketing, government reimbursement programs, fraud and abuse statutes (Anti-Kickback Statute, False Claims Act), FDA regulations, privacy laws (HIPAA, GDPR), and anti-corruption laws (Foreign Corrupt Practices Act) is helpful.
• Ability to identify issues requiring escalation to senior management and determine appropriate timing.

Competencies

• Legal analysis and risk assessment
• Compliance support
• Contract review and negotiation
• Litigation management and dispute resolution
• Policy development and support
• Collaboration and communication skills
• Budget management
• Oversight and management of external counsel and advisors

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.