The Corporate Counsel will be a key risk management partner to the CEO, CFO and executive team in the development and execution of the Company’s strategic plans. The Corporate Counsel will have responsibility for legal and regulatory matters, including contracting, compliance, intellectual property, corporate governance, risk management, internal audit, information security, business development and dispute resolution. The position will be critical in integrating the legal function tightly into the Company’s operations, building strong partnerships with business leaders and providing advice that balances continued rapid growth with appropriately managed risk. As an active member of the leadership team, contributing to operational and strategic decisions, the Corporate Counsel will be expected to demonstrate strategic leadership, business acumen, solid business judgment, and strong management experience. This position provides an excellent growth opportunity in an entrepreneurial, fast moving, global company.
ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.
· Provide strategic operational leadership in the design, development, and administration of risk management and mitigation programs that aligns with the company’s business model, including strategy, organizational structure, and cross-departmental processes, systems and metrics.
· Negotiation, management and finalization of key vendor contracts, including major manufacturer suppliers, IT services and software providers, key and corporate customer contracts, as well as, partnerships, leases and other contractual relationships.
· Protection and enforcement of intellectual property rights, including copyrights, trademarks, trade secrets and patents, as applicable.
· Partner with the company’s VP Pharmacy Services, CFO and CTO to ensure compliance with key state and national regulatory licensing and accreditation obligations including state boards of pharmacy, national pharmacy accreditation (VIPPS, PCAB, LegitScript), credit card security (PCI-DSS) and securities rules and requirements, and maintain visibility into relevant changes in local, state and federal rules that impact regulatory compliance.
· Corporate governance across all legal entities and in all locations of business, including in connection with the Board of Directors, subcommittees and related compliance obligations.
· Ensure appropriate safeguards to maintain appropriate information security across all facets of the business.
· Provide leadership, active management and coordination of all material agreements and contracts ranging from confidentiality agreements to pharmaceutical supply agreements to hosting services and lease agreements.
· Selection and management of outside counsel, including definition of authorized work, day to day management of work, assurance of compliance to established budgets and establishing procedures for evaluating the quality and cost of services, on an as-needed basis.
· Develop and manage HR compliance and policies, including processes to ensure the company and its respective personnel are adhering to contractual deliverables, compliance and related obligations.
· Participate, support and management of business development meetings and strategic planning sessions to ensure proper diligence, facilitate oral and written agreements, management of conflicts of interest and confidentiality, and coordination with board subcommittee(s).
EDUCATION and/or EXPERIENCE
J.D. and current bar membership in good standing required.
A minimum of five years’ experience with emphasis on contracting and corporate commercial matters in the pharmaceutical and ecommerce industries.
Public company experience in a growth stage company required.
Prior in-house and/or healthcare experience preferred.
CERTIFICATES, LICENSES, REGISTRATIONS
Qualified to practice law in Maine. Additional licensing in Kentucky, Texas, Kansas and Nebraska a plus.
COMPETENCIES (Skills and Abilities)
Strong background in contract law, commercial transactions, negotiations and document preparation.
Knowledge of federal, state and local laws; SEC, SOX, nexus, and international experience a plus.
Significant securities law compliance and ’34 Act drafting experience.
Thorough understanding of Delaware corporate law, corporate governance requirements and best practices.
Working knowledge of corporate law; litigation; healthcare law (the Anti-Kickback Statute); anti-trust; and regulatory agencies (DEA and FDA) and procedures.
Experience in public company executive compensation practices and proxy advisory firms
Excellent interpersonal and communication skills and experience in dealing with people at all levels inside and outside of a company or firm and proven relationship building skills.
Goal and process oriented, with a demonstrated ability to prioritize tasks; experience and judgment to plan and accomplish objectives in efficient manner.
Hands-on attorney who can manage his/her own matters, with limited use or reliance upon outside counsel.
Excellent communication skills, both oral and written
Team player with passion, energy and commitment
Excellent judgment and ability to resolve complex issues effectively
Strong negotiating skills
PHYSICAL DEMANDS/ WORK ENVIRONMENT: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Normal office environment with extensive computer use and travel up to 25%