General Counsel

Description At Good Carbon Co., we're redefining what it means to build and manage housing. As a vertically integrated real estate company, we focus on creating sustainable, energy-efficient, and affordable multifamily communities throughout Western New York. From concept to completion, we're a team of innovators, builders, and changemakers-committed to doing work that’s not only smart, but good. This is a unique opportunity to build and lead the legal function of a growing company, with direct access to senior leadership and a broad role spanning real estate, clean energy, construction, finance, tax-credit transactions, and housing operations. The General Counsel will have meaningful influence on how Good Carbon grows, manages risk, and builds the infrastructure for its next stage of growth. Key Responsibilities Strategic Legal Leadership and Enterprise Risk Advise the CEO, executive team, and business leaders on significant legal, commercial, governance, compliance, and reputational matters. Evaluate legal risk in the context of business objectives, financial exposure, timing, and operational practicality; present clear options and recommended courses of action. Participate in strategic planning, significant project reviews, financing and capital-raising discussions, and other leadership decisions where legal considerations are material. Create an enterprise legal-risk framework that identifies material exposures, assigns ownership, establishes escalation thresholds, and tracks mitigation efforts. Provide candid and independent advice, including challenging proposed actions when legal or business risk is not adequately understood or managed. Monitor significant legal and regulatory developments affecting the company and communicate relevant changes to leadership and business teams. Commercial, Construction, and Project Contracts Draft, review, and negotiate EPC agreements, construction contracts, subcontracts, development services agreements, professional services agreements, procurement and vendor agreements, confidentiality agreements, and settlement documents. Advise project and operational teams on scope, change orders, milestones, payment rights, retainage, warranties, performance standards, delay, default, termination, and dispute-resolution provisions. Evaluate and negotiate insurance, indemnification, limitation-of-liability, action-over, lien, waiver, and other risk-transfer provisions in coordination with project teams, lenders, brokers, insurers, and counterparties. Develop and maintain standard agreements, fallback positions, clause libraries, approval matrices, and contracting playbooks. Implement an efficient contract-review process that identifies accountable business owners, required approvals, accepted deviations, and continuing obligations. Support contract administration and enforcement, including performance issues, payment disputes, defaults, cure rights, and negotiated resolutions. Corporate Governance and Entity Management Oversee the formation, qualification, maintenance, restructuring, name changes, and dissolution of legal entities. Prepare and maintain operating agreements, board and member resolutions, written consents, unit-transfer documents, ownership records, and other governance materials. Advise directors, officers, managers, and members on authority, fiduciary obligations, approval requirements, conflicts, and governance procedures. Maintain a complete and reliable entity-management system covering ownership, managers, officers, tax identifiers, registered agents, annual filings, publication requirements, and good-standing status. Support corporate reorganizations, acquisitions, redemptions, investments, intercompany arrangements, and changes in management or ownership. Financing, Capital Raising, and Strategic Transactions Support corporate, project, and real estate financings, debt and equity capital raises, funding advances, investments, acquisitions, dispositions, and other strategic transactions. Review and negotiate loan documents, security agreements, guarantees, promissory notes, UCC filings, subordination arrangements, lien waivers, consents, and closing deliverables. Advise on securities-law considerations associated with private capital raising, including offering and disclosure materials, subscription documents, investor communications, applicable exemptions, and coordination with specialist securities counsel. Lead or support legal diligence, negotiation, closing, and post-closing administration for real estate and other complex transactions, coordinating title, survey, tax, lender, investor, and specialist advisors. Support the structuring, diligence, negotiation, underwriting review, closing, sale or transfer, and post-closing administration of investment tax-credit and historic tax-credit transactions, including investor arrangements, indemnities, guarantees, compliance obligations, and coordination with tax and accounting advisors. Draft, review, and negotiate investor agreements, joint-venture agreements, strategic partnership agreements, co-development arrangements, and other agreements governing third-party business relationships. Track investor consent rights, governance rights, reporting requirements, distribution provisions, funding commitments, and other continuing obligations. Clean Energy, Real Estate, and Property Matters Advise on legal issues affecting the development, construction, ownership, financing, and operation of clean-energy and related infrastructure projects. Support compliance with applicable federal, state, and local contracting, labor, funding, ownership, and project-specific requirements. Partner with project, finance, tax, and accounting advisors on incentives, tax credits, rebates, grants, cooperative structures, and lender or investor requirements. Review project structures and contracting arrangements for consistency with funding requirements, tax-credit eligibility, compliance obligations, and operational responsibilities. Draft, review, and negotiate leases, lease amendments, options, access agreements, property-management agreements, purchase and sale agreements, development arrangements, and related real estate documents. Lead or support real estate acquisitions, dispositions, development, financing, title and survey review, diligence, and closings. Advise Community and property-management teams on fair-housing compliance, leasing practices, reasonable accommodations, tenant screening and communications, collections, lease enforcement, evictions, and recurring landlord-tenant matters. Establish standardized documents, escalation procedures, and outside-counsel relationships for tenant disputes, evictions, housing compliance, and other recurring property-management matters. Employment, Disputes, Investigations, and Insurance Partner with Human Resources on offer letters, employment agreements, confidentiality and restrictive-covenant agreements, separation documents, employee handbooks, workplace policies, hiring, performance management, discipline, termination, leave, accommodation, wage-and-hour, remote-work, and other employment matters. Lead or support sensitive workplace investigations and coordinate responses to employee complaints, demand letters, agency correspondence, audits, and government inquiries. Manage commercial disputes, payment claims, demand letters, contract defaults, mechanic’s liens, property claims, and settlement negotiations. Assess legal position, financial exposure, operational impact, and settlement options for material disputes and direct litigation strategy and outside counsel. Establish appropriate legal holds and document-preservation procedures for disputes, investigations, and regulatory matters. Review insurance requirements and exclusions in project and commercial agreements and coordinate with brokers, Finance, and operating leaders on coverage needs, claims, and risk mitigation. Privacy, Cybersecurity, and AI Governance Maintain appropriate website, employee, and business privacy notices and advise on the collection, use, retention, disclosure, and protection of information. Partner with Technology, Human Resources, and Operations on cybersecurity preparedness, incident response, investigation, notification, and contractual risk allocation. Develop and maintain practical governance for company use of artificial intelligence, including acceptable-use standards, confidentiality and privilege, data privacy, intellectual property, human review, vendor and model risk, recordkeeping, and regulatory developments. Review material AI-enabled tools, use cases, and vendor terms and translate emerging AI risks into clear policies, approvals, training, and operating controls. Ensure vendors handling company or employee information are subject to appropriate confidentiality, security, data-use, and incident-notification obligations. Compliance and Continuing Obligations Build and maintain a company-wide compliance framework identifying legal, regulatory, contractual, financing, investor, entity, insurance, tax-credit, incentive, housing, securities, and operating obligations across Good Carbon and its affiliated entities. Establish clear owners, reporting requirements, calendars, documentation standards, escalation thresholds, and evidence of compliance for material obligations. Coordinate compliance with loan covenants, investor and operating agreements, securities requirements, entity requirements, government and utility incentive programs, tax-credit requirements, affordable-housing and fair-housing requirements, and other continuing obligations. Partner with Finance, Investments, People, Community, Curation, and Construct leadership to translate compliance requirements into practical operating processes and accountable business ownership. Coordinate audits, certifications, regulatory submissions, required reporting, corrective actions, and responses to potential compliance failures. Legal Operations, Team Building, and Outside Counsel Assess the legal capabilities required across the company and build an integrated delivery model combining a strong internal legal team, standardized processes, and a coordinated network of specialist outside counsel. Recruit, develop, and lead the internal legal team and establish clear roles, service expectations, priorities, and accountability. Develop efficient systems for legal intake, prioritization, contract status, approvals, entity records, transactions, disputes, regulatory deadlines, and continuing obligations. Define which matters should be handled internally, owned by business leaders with legal support, or assigned to specialist counsel while retaining accountability for quality, cost, responsiveness, and business alignment. Select, engage, and manage outside counsel based on subject-matter expertise, responsiveness, staffing, cost, and business fit. Set matter scopes, budgets, billing expectations, and reporting requirements; review invoices and address unnecessary or duplicative work. Convert useful outside expertise into internal standards, templates, playbooks, training, and repeatable processes so the company retains knowledge and avoids recurring dependence on external support. Requirements Juris Doctor from an accredited law school. Active membership in good standing in at least one U.S. state bar, with the ability to satisfy any applicable in-house registration requirements. At least 10 years of progressively responsible legal experience in a law firm, in-house legal department, or a combination of both. Strong transactional experience with sophisticated real estate closings and tax-driven transactions, with the ability to coordinate tax, title, finance, lender, investor, and other specialist advisors. Substantial experience drafting and negotiating complex commercial agreements and advising business teams on contract and operational risk. Demonstrated knowledge of corporate governance, entity management, secured transactions, financing documents, and commercial dispute resolution. Broad experience advising on legal matters relevant to real estate development and operations. Experience may include areas such as construction, project development, capital raising, securities, tax credits, employment, insurance, regulatory compliance, privacy/cybersecurity, or government matters. Deep expertise across all areas is not expected; the ability to identify risk and effectively engage and manage outside counsel and subject-matter experts is essential. Demonstrated ability to build legal capabilities, institutionalize specialist knowledge, and develop teams, systems, templates, and repeatable processes. Proven ability to manage multiple entities, projects, deadlines, and stakeholders in a fast-moving environment. Excellent legal judgment, drafting, negotiation, analytical, and verbal communication skills. Ability to communicate complex issues in plain language and provide decisive, commercially practical recommendations. Demonstrated integrity, discretion, independence, responsiveness, and commitment to protecting confidential and privileged information. Willingness to perform hands-on legal work while building an internal team and managing specialist outside counsel when appropriate. Preferred Qualifications Admission to the New York State Bar or eligibility to practice as in-house counsel in New York. Experience serving as a General Counsel, Deputy General Counsel, senior in-house attorney, or outside counsel with primary responsibility for a growth-stage or middle-market business. Experience in renewable energy, clean technology, infrastructure, construction, real estate development, project finance, or a closely related industry. Meaningful experience with investment tax credits, historic tax credits, tax-credit transfers or sales, and other tax-advantaged real estate or clean-energy transactions. Meaningful experience with private capital raising, securities-law considerations, investor agreements, and coordination with securities counsel. Experience leading real estate acquisitions, dispositions, title and survey diligence, financing, and closings. Meaningful experience with EPC agreements, construction subcontracts, AIA-based documents, insurance and indemnity structures, mechanic’s liens, and project claims. Experience with project or corporate finance, lender consents, security agreements, UCC filings, collateral arrangements, funding advances, and transaction closings. Experience managing a portfolio of affiliated limited liability companies, project entities, ownership changes, and corporate reorganizations. Familiarity with clean-energy incentives, government funding requirements, prevailing-wage considerations, or other project-specific regulatory obligations. Experience developing legal operations, internal legal teams, contract templates, approval workflows, matter-management tools, and outside-counsel budgeting practices. Experience establishing policies or governance for artificial intelligence, privacy, cybersecurity, or emerging technology risk. Experience advising Human Resources on investigations, employment documentation, agency correspondence, and multi-state employment issues. #J-18808-Ljbffr Good Carbon Co.