General Counsel

Executive DIRECT HIRE ONSITE Posted 16 days ago About This Role About the Company We are a post-traction healthcare AI venture studio building and spinning out companies at the intersection of clinical intelligence, human interaction, and autonomous systems. The company has raised $40 million to date and is actively raising an additional $50 million. Our technology platforms power a pipeline of seven spinout entities spanning surgical operations, clinical operations, digital surgical solutions, healthcare robotics, and AI-driven workflow automation. The executive leadership team and advisory board include former C‑suite leaders from major global health systems, medical device companies, and healthcare services organizations. We are headquartered in the San Francisco Bay Area. We are not disclosing the company name at this stage of the search. Full details will be shared with qualified candidates following an initial screening conversation. Role Overview The General Counsel will serve as the senior legal officer, overseeing all legal matters across the parent entity and its portfolio of spinout companies. This role is focused on corporate governance, commercial contracts, regulatory compliance, employment law, and the legal architecture supporting the venture studio model—including spinout formation, intercompany licensing agreements, and investor‑facing transactions. A separate IP Counsel role will handle patent strategy and prosecution; the GC’s IP involvement will be limited to commercial IP licensing oversight and coordination. The ideal candidate is a commercially minded startup lawyer who has navigated Series B/C fundraising, multi‑entity corporate structures, and healthcare regulatory environments. Key Responsibilities Oversee all corporate governance matters, including Board resolutions, stockholder consents, equity issuances, and entity formation for new spinouts. Lead legal support for the active $50M fundraise, including term sheet review, investor side letters, and closing mechanics. Draft, negotiate, and manage commercial agreements: master services agreements, licensing contracts, NRE agreements, exclusivity arrangements, and partnership LOIs. Design the legal framework for spinout entity formation, intercompany licensing, and data reciprocity agreements between the parent and subsidiaries. Ensure regulatory compliance across healthcare‑specific requirements (HIPAA, state privacy laws, FDA software‑as‑medical‑device pathways as applicable). Manage employment law matters, including offer letters, equity agreements, contractor classifications, and multi‑state employment compliance. Coordinate with external IP Counsel on patent filings and IP ownership allocation between the parent and spinout entities. Oversee outside counsel relationships and manage the legal budget. Advise the CEO and Board on risk management, corporate liability, and strategic legal considerations. Support commercial transactions with healthcare systems, medical device companies, and robotics partners. Required Qualifications J.D. from a top‑tier law school and active membership in at least one state bar (California preferred). 10+ years of legal experience, with at least 4 years as General Counsel, Deputy GC, or senior in‑house counsel at a venture‑backed technology or healthcare company. Deep experience with venture financing transactions (Series A through C), including preferred stock documentation, investor rights agreements, and cap table management. Strong commercial contracts expertise, particularly in technology licensing, SaaS agreements, and partnership structures. Working knowledge of healthcare regulatory frameworks (HIPAA, FDA SaMD classification, state digital health regulations). Experience managing multi‑entity corporate structures, subsidiary governance, and intercompany agreements. Proven ability to work directly with CEOs, boards, and investors as a strategic advisor. Comfort operating as a solo GC or with a very small legal team in a fast‑moving startup environment. Preferred Qualifications BigLaw training at a firm with a strong venture capital or healthcare practice (e.g., Cooley, Wilson Sonsini, Goodwin, Fenwick). Experience with FDA‑regulated software, AI/ML regulatory considerations, or medical device company legal operations. Familiarity with FINRA compliance and broker‑dealer regulatory considerations. Experience supporting spinout or carve‑out transactions from a legal structuring perspective. Compensation Ranges are calibrated for a post‑Series B healthcare AI company with a $200–$400M post‑money valuation. Equity structured as ISOs with standard 4‑year vesting and 1‑year cliff. #J-18808-Ljbffr