Sr. Counsel (remote)

Overview

A leading public health organization is seeking a Senior Counsel to provide legal support in corporate governance, securities compliance, and mergers and acquisitions (M&A) activities.

Responsibilities

Corporate Governance & Securities

• Advise the Board of Directors, board committees, and senior management on corporate governance matters.
• Assist with preparation and review of SEC filings and related disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements, and Section 16 filings.
• Manage the 10b5-1 plan process and preclearance approvals.
• Support securities law compliance under the Securities Act of 1933, the Exchange Act of 1934, stock exchange rules, and related regulations.
• Manage subsidiaries, including international entities, regarding compliance and filings in coordination with tax and finance departments.

Mergers & Acquisitions / Corporate

• Support domestic and cross-border M&A transactions from inception through closing.
• Assist with legal due diligence, transaction management, and integration planning.
• Draft, review, and negotiate transaction documents such as NDAs, LOIs, purchase agreements, merger agreements, and ancillary agreements.
• Coordinate with outside counsel and internal stakeholders to manage transaction timelines and deliverables.
• Support corporate finance and strategic initiatives, including joint ventures and other growth projects.

General Legal & Special Projects

• Provide general corporate legal support across the business.
• Assist with special projects involving senior management and cross-functional teams.
• Support operational excellence initiatives within the legal department.

Reasonable accommodations will be made to enable individuals with disabilities to perform essential functions.

Requirements

Education & Bar Membership

• Juris Doctor (J.D.) degree.
• Licensed to practice law in the United States.
• Active membership in good standing with a state bar.

Experience

• 6-9 years of experience in-house or at a law firm.
• Experience with M&A transactions and general corporate matters.
• Experience managing corporate subsidiaries, including international subsidiaries.

Knowledge & Skills

• Strong technical knowledge of securities law, public company reporting, and corporate governance.
• Working knowledge of public company equity plans and experience supporting administration is strongly preferred.
• Excellent drafting, analytical, and organizational skills.
• Ability to manage multiple matters in a fast-paced, global environment.
• Strong communication skills and sound business judgment.
• Self-motivated with strong leadership qualities; able to work independently and meet project deadlines.
• Effective conflict resolution skills and ability to work collaboratively in a global environment.
• Proven ability to assess and communicate legal risks to senior management.
• Ability to maintain an enterprise view when delivering legal guidance.
• Experience managing outside counsel as needed.

Compensation & Benefits

• Estimated annual base salary range: $206,500 to $250,000, depending on education, experience, skills, abilities, internal equity, market data, and geographic location.
• Eligibility for additional incentive compensation, including merit increases, annual bonuses, and/or long-term incentives such as stock options.
• Comprehensive benefits package available (eligibility governed by plan documents and policies).

Location

• Remote work option available within the United States.

Additional Information

• Reasonable accommodations may be provided to individuals with disabilities to perform essential job functions.
• The organization is an Equal Opportunity/Affirmative Action employer and values workforce diversity.
• No unsolicited resumes or candidate submissions from recruiting agencies not on the approved agency list will be accepted.