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Senior Director, Corporate Counsel
Refer job# IPFH171219
 
Senior Director, Corporate Counsel The candidate will be responsible for managing or supporting general corporate matters, including corporate organization, securities compliance, transaction support, license agreements, financing activities, and contract drafting, negotiation and management. Providing advice and counsel to leadership team on company's compliance with applicable securities laws and NASDAQ rules and regulations, including filing all periodic SEC 1934 Act filings. Drafting and/or reviewing (in collaboration with cross-functional team, auditors and outside counsel, as appropriate) of SEC filings, including 10-K, 10-Qs, Proxy Statement, 8-Ks, Section 16 reporting (Forms 3, 4 and 5), and ensuring compliance with SEC and NASDAQ rules and regulations. Supporting the Chief Legal Officer and Secretary and Chief Financial Officer in maintaining and managing company's corporate governance and corporate secretary matters relating to the company's Board of Directors and related committees, including Sarbanes Oxley compliance. May include support for drafting agendas, preparing or reviewing board mailing materials, and supporting the drafting or review of minutes and resolutions. Assisting on executive and director compensation matters, including providing advice and counsel on matters relating to plan documentation and related securities matters (including preparation of registration statements on Form S-8). Responsible for handling open window trading preclearance process and collaborating with finance on stock ownership and retention requirement compliance. Independently and collaboratively drafting communications and provide trainings for the company regarding insider trading laws and requirements. Support 10b-5 plan requirements. Collaborating within Legal, Disclosure Committee and cross-functionally to advise on disclosure matters, including coordinating the review of earnings and other press releases, presentations, posters, manuscripts, significant internal communications and other announcements. Providing support for corporate transactions, including securities offerings, financings, investments, licensing, acquisitions and divestitures and other strategic transactions, supporting internal teams and due diligence activities and working with outside counsel. Structuring key business initiatives in a manner that helps to achieve business objectives while at the same time protects legal, finance, intellectual property, regulatory, and tax directives and considerations. Supporting public company and other compliance efforts, including the development and ongoing review of policies and procedures and the implementation of training initiatives. Drafting, reviewing and negotiating a variety of contracts, including master services agreements, statements of work, commercial agreements, manufacturing and supply agreements, license agreements, technology agreements, material transfer agreements, and research and collaboration agreements, independently, as well as in coordination with external counsel (depending on the complexity of the agreement). Building and supporting the culture of the legal department as a valued business partner, by working collaboratively with key stakeholders (including senior management, internal clients, intellectual property, and Finance), gaining a deep understanding of the business and its needs, and implementing a pragmatic approach to contracting consistent with those needs. Advising internal clients on contract interpretation, obligations, risk exposure, dispute resolution, and other legal matters in a pragmatic way that results in actionable business advice. Educating internal clients on key commercial, legal, corporate policy and other considerations to ensure timely performance and adherence to terms of contracts. Coordinating and collaborating with Finance, Program Management and the business to assist in managing obligations (e.g., milestones, deliverables, invoicing). Monitoring and keeping senior leadership apprised of corporate governance trends and developments. Providing legal support for a diverse range of matters related to day-to-day operations of the company; collaborate cross-functionally with other departments, including Finance, Accounting, Program Management, and others on various projects, initiatives, and activities. Potential for recruiting, leading and/or managing one or more contracts professionals. Managing outside counsel resourcing and budget for complex contracting and corporate support. Juris Doctor (J.D.) from an ABA-accredited law school is required. Should have 5+ years of relevant SEC/public company experience in a law firm and/or pharmaceutical/biopharma company, with industry experience is preferred. Should have transactional experience, at a law firm preferred. Should have experience leading or working on corporate transactions, e.g., licensing, collaborations. Experience drafting and negotiating, standard agreements used in the pharmaceutical industry, and an understanding of the laws and regulations applicable to the development and commercialization of pharmaceutical products is a plus. M&A is a plus. Experience with a commercial-stage pharmaceutical company is strongly preferred. Demonstrate comprehensive knowledge of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations of the SEC under those acts, and of the requirements of NASDAQ, as well as Sarbanes Oxley is required. Should be an attorney in good standing with license to practice in the State Bar.
 
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