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Job Summary

The Vice President, Associate General Counsel and Assistant Corporate Secretary will have responsibilities across a broad spectrum of corporate legal matters, including:

• providing legal counsel on healthcare mergers, acquisitions, and other strategic transactions; and
• directing all corporate governance activities and overseeing entity management and subsidiary governance.

Essential Functions

Transactional Leadership

• Manage legal aspects of healthcare M&A transactions, from LOI through post-closing.
• Draft, review, and negotiate a wide range of transaction-related documents, including NDAs, purchase agreements, employment, and services agreements.
• Serve as legal project manager on transactions, coordinating internal legal resources and managing outside counsel.
• Create and maintain M&A legal templates, checklists, and playbooks to improve transaction efficiency.

Deal Due Diligence

• Lead legal due diligence processes, identifying material issues and advising on risk mitigation strategies.
• Analyze healthcare-specific risks, including provider licensing and regulatory compliance.

Board Support

• Assist with the logistics and execution of all Board and committee meetings, including strategic agenda development in partnership with the CEO, Board Chair, and General Counsel.
• Assist with the preparation, accuracy, and timely distribution of Board and committee materials, minutes, and resolutions.
• Ensure the integrity and accessibility of all official corporate records, including subsidiary minute books.

Corporate Governance

• Lead the creation, maintenance, and oversight of corporate entities and governance documentation, ensuring all entities remain in good standing across jurisdictions.
• Direct the preparation and filing of corporate formation documents, annual reports, registrations, and license renewals for all entities.
• Oversee the organizational chart and subsidiary listings for accuracy and alignment with strategic objectives.
• Develop and enforce corporate governance guidelines, charters, and policies in accordance with best practices and evolving regulatory requirements.
• Oversee the preparation and review of governance-related agreements, including intercompany and management service agreements.

Compliance

• Advise on legal compliance related to healthcare regulations (e.g., HIPAA, Stark Law, Anti-Kickback Statute, CMS, state-specific rules).
• Ensure adherence to applicable laws, regulations, and internal governance policies.
• Act as a corporate representative for litigation, regulatory inquiries, and shareholder matters, as appropriate.

Other Duties

• Work collaboratively with all Legal Department team members and other departments and functions to ensure seamless corporate entity operations.
• Complete other duties as assigned by the General Counsel and Corporate Secretary.

Knowledge/Skills/Abilities/Expectations

• Deep understanding of corporate law, governance best practices, and board operations.
• Exceptional communication skills, with the ability to engage effectively with Board members, executives, and outside counsel.
• Strategic thinker with strong organizational, analytical, and decision-making skills.
• Integrity, discretion, and sound judgment in handling sensitive and confidential matters.
• Proficiency in governance technology platforms and Microsoft Office Suite.

Education

• Juris Doctor (JD) from an accredited law school.

Licenses/Certifications

• None Required

Experience

• 7+ years of experience practicing in corporate transactions with a strong focus on healthcare mergers and acquisitions, either in a law firm or corporate legal department.
• 5+ years of progressively responsible experience in corporate governance, entity formation, legal affairs, or related executive leadership roles, preferably in multi-state healthcare.
• Experience running a healthcare transaction from inception to closing.
• Experience advising on a variety of M&A transactions, including due diligence, deal structuring, negotiations, and post-closing integration.
• Proven leadership in managing complex organizational structures and multiple corporate entities.