General Counsel

Summary:

Provide legal counsel and support on various business-related matters. Support strategic transactions from end-to-end, providing both business and legal advice to company leaders and other stakeholders. Play a pivotal role in advancing company priorities by identifying, developing and executing key legal strategies.

General Responsibilities:

· Serve as a legal advisor and leader to the executive team on a wide range of corporate, regulatory, securities, investment relations, compliance, government affairs, enterprise risk, data privacy, and other business matters. 

· Support corporate financial activities, including debt refinancings, mergers, capital markets transactions, acquisitions, and divestitures.

· Identify complex to highly complex legal issues related to strategic matters; propose solutions and align on business and legal high-risk matters with maturity to challenge, enable, or escalate as needed.

· Oversee all litigation and dispute matters involving the Company, including strategy, budgeting, and engagement with outside counsel.

· Requires broad and comprehensive securities law knowledge, prior experience working with IPOs, and experience overseeing all aspects of corporate governance.

· Oversee legal department budgeting, technology tools, outside counsel management, and process optimization.

· Work closely with outside counsel to ensure the timely review and filing of the Company’s intellectual property needs. 

· Manage corporate governance matters, including board and committee operations, charters, minutes, and policies. 

· Provide strategic legal advice related to market access, pricing, reimbursement, and distribution and oversee complex commercial contracts. 

· Draft and negotiate M&A, license, collaboration and other partnering transaction term sheets and agreements; direct the work of outside counsel on major higher-risk transactions.

· Manage annual report and other state filing requirements made by the Company’s registered agent.

· Coordinate disclosures of press releases/SEC filings with OTC/Nasdaq. Ensure public disclosure and policies align with business objectives.

· Draft, review and coordinate internally, with outside counsel and with other third parties on Forms 10-K, 10-Q, 8-K, proxy statements, and other public filings. 

· Review, interpret and analyze existing contracts from time to time, and prepare correspondence to third parties as requested.

· Review and provide counsel on press releases, earnings scripts and corporate presentations. 

· Develop and implement policies and procedures to ensure compliance with company policies and applicable laws and regulations. 

· Work alongside the VP of Human Resources on employment law matters.

· Manage external law firm partners to optimize legal review efficiency and cost

Requirements: 

· JD degree with 15+ years of legal experience; experience in the life science or healthcare industries highly preferred.

· Prior in-house legal experience with significant experience advising on both business and legal matters. 

· Demonstrated experience shaping legal strategy across various areas of business. 

· Requires broad legal knowledge in the various aspects of IPOs, from securities law to corporate governance.

· Experience supporting M&A activities, debt refinancings, mergers, capital markets transactions, and divestitures.

· Strong knowledge of contract law principles and contract drafting techniques. 

· Excellent legal research, writing, and analytical skills. 

· Ability to maintain confidentiality and operate with high ethical standards and professionalism. 

· Team player that can thrive in a collaborative, fast-paced setting.

· Solid understanding of intellectual property issues relevant to the life science industry.

· Ability to think critically and strategically and to creatively solve problems.   

· Excellent communication and influencing skills as well as a strong sense of agility, independent decision-making, and integrity.

· Excellent organizational and time-management skills; ability to manage multiple projects.

· Exceptional written and verbal communication skills.