Senior Counsel Corporate

Summary:

 The Senior Counsel, Corporate will work closely with the Chief Legal Officer to support securities law, governance and other corporate matters for Baylor Genetics and its affiliated companies. As Senior Counsel, you will also provide legal counsel and advice for M&A and other strategic transactions globally, from diligence to execution and integration. This newly created position requires excellent negotiating and project management skills to coordinate and efficiently close complex transactions on tight timelines. This role also will assist in managing overall legal affairs, ensuring compliance with laws and regulations, and mitigating legal risks to support the organization's objectives. 

Qualifications/Experience: 

· Education: Juris Doctor (JD) degree from an accredited law school. Strong academic background and must be admitted to a US state bar in good standing. 

· Experience: Minimum of 7 years of legal experience, preferably with 3+ years of exposure to healthcare industry as an in-house counsel. Experience with emerging company private and public company financing, corporate governance, M&A, and equity compensation required. 

· Personal Skills: Strong analytical and problem-solving skills and excellent communication and interpersonal abilities. Ability to handle multiple projects in a fast-paced environment and exercise sound commercial and legal judgment. Demonstrated capacity to work independently with minimal supervision, while also working collaboratively in a team environment. Flexible and willing to take on different types of projects in a quickly scaling company as needed. 

· Technical Competency: Strong understanding of laws and regulations that affect client areas to issue spot and provide counseling, including SOX, Dodd-Frank Act, Nasdaq listing standards and corporate governance initiatives. Basic understanding of other laws and regulations relevant to sales and marketing of products to health care professionals and reimbursement by government programs, for example, fraud and abuse (Anti-Kickback Statute, False Claims Act), FDA regulation (Food, Drug & Cosmetic Act), privacy (HIPAA and GDPR), and anti-corruption (Foreign Corrupt Practices Act) is helpful. Understands which issues to elevate to senior management and appropriate timing for doing so. 

Duties and Responsibilities: 

· Provide legal and business guidance concerning various forms of financing and strategic transactions, including due diligence, drafting and negotiation of M&A transactions, joint ventures, and other strategic investments

Support Treasury transactions and matters, including equity and debt offerings, credit facilities, intercompany loans and agreements and charitable support and foundations

· Oversee and assist in overall corporate secretarial functional matters, including preparation of notices, agendas, materials and minutes for board of directors and committee meetings, and preparation for annual shareholder meetings

· Oversee the creation, management, compliance and dissolution of domestic and foreign entities, including the policies and procedures for establishing entities, managing and approving corporate powers, assisting with annual reporting and compliance and performing periodic compliance auditsDevelop and oversee equity plans, executive compensation programs and compliance with associated securities regulations

· Develop and maintain policies and procedures for compliance with SEC and other securities-related regulatory requirements applicable to publicly traded companies, including Insider Trading Policy processes and Section 16 filings

· Partner with Internal Audit, Finance, Compliance and other organizations on the company’s insurance, risk management and compliance programs

· Drafting, negotiating and reviewing a wide range of complex agreements related to the role

· Resolving legal issues using negotiation skills and legal expertise, including pre-litigation dispute resolution and settlements.

· Assisting in the creation of new template agreements, playbooks, training and internal systems and procedures necessary for efficient legal support for the business.

· Contribute to the development, implementation, and enforcement of organizational policies and procedures to ensure legal compliance.

· Support management of legal services budgets, assisting in ensuring efficient allocation of resources.

Competencies:

· Legal Analysis

· Compliance Support

· Contract Review

· Risk Assessment

· Litigation Management

· Policy Support

· Collaboration and Communication Skills

· Budget Management

· Direction and management of external counsel and advisors, as needed

Physical Demands and Work Environment:

· Frequently required to sit.

· Frequently required to stand.

· Frequently required to utilize hand and finger dexterity.

· Frequently required to talk or hear.

EEO Statement: Baylor Genetics is proud to be an equal opportunity employer dedicated to building an inclusive and diverse workforce. We do 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.