General Counsel

Description:

Position Summary:
Reporting to the CEO, the position of General Counsel will serve as hands-on legal counsel, managing complex business, M&A and financial transactions, negotiating critical contracts, and managing outside legal resources as needed. The GC will advise the executive management team and other stakeholders of emerging legal issues and guide the Company in the establishment of controls and processes to mitigate risk.

Duties and Responsibilities:
Corporate:

• Provide legal advice, guidance, and solutions to general business matters such as customer contracts, sales and services agreements, purchase orders, supply agreements, licensing, or partnership agreements, facilities, internal operations, and employment matters
• Prepare, review, and negotiate company contracts and other legal documents
• Identify and protect the Company's intellectual property and confidential information
• Negotiate and draft contractual agreements
• Manage litigation and outside counsel and provide general oversight and organization of their assignments and cost management
• Manage the improvement and development of internal corporate processes
• Provide counsel on corporate governance matters and corporate law.
• Support the Board of Directors and Committees, including preparation for Board and Committee meetings, preparing, managing, and implementing corporate governance and related policies and preparing, managing and implementing corporate policies
• Manage board communications and approvals for all corporate matters
• Participate in Board meeting prep and follow up actions
• Draft and review amendments to governance documents and corporate policies
• Assist in readiness for potential initial public offering and other capital markets transactions

• Provide strong legal advice surrounding M&A activities
• Collaborate with business leaders across the organization, including engagement in proactive issue-spotting, risk assessment and problem-solving
• Draft, review and advise on purchase agreements and other documents relating to private M&A and corporate finance transactions
• Oversee diligence and document negotiation and providing counsel on legal issues and integration matters in concert with cross functional teams and as needed, outside counsel.
• Independently draft and negotiate terms sheets, NDAs, and other transaction documents.
• Drafting and negotiating contracts and advising on related transactions.
• Maintain a current working knowledge of laws and regulatory developments and structuring and drafting documents for commercial and finance transactions.
• Lead due diligence efforts and post-deal integration

Experience And Qualifications:

• J.D. degree and licensed attorney in the State of Texas
• 10+ years of experience in private practice with a focus on corporate and M&A
• 3 years in-house experience desirable
• Experience taking a company through IPO and private equity transaction preferred
• Experience in a pharmaceutical or healthcare private company preferred

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