General Counsel - Corporate Attorney

POSITION SUMMARY:

Reporting to the CEO, General Counsel will provide leadership to the organization that mirrors the values and mission of BPGbio and will provide critical insights into the strategy of the Company; and will join the company’s senior leadership team, as well as, interface with the Board of Directors. The General Counsel will provide counsel on general corporate matters, including corporate strategies and initiatives, and will identify and resolve business and legal issues. Additionally, this role will manage the Company’s transactional agreements, provide advice on corporate governance, and will oversee our intellectual property portfolio.

Corporate, Governance & Executive Advisory

• Serve as a key member of the Company’s leadership team and as Corporate Secretary, and act as primary legal advisor to the CEO, executive management team, scientific leadership, and Board of Directors.
• Provide timely legal advice and practical counsel across the organization, including to business leaders, scientists, clinical, regulatory, finance, HR, and operational teams.
• Manage corporate governance matters, including preparation of Board of Directors and committee meeting agendas and presentation materials, attendance at Board of Directors meetings, preparation and review of resolutions and consents, and maintenance of corporate records and minute books.
• Provide counsel on corporate strategies and initiatives for all legal and business aspects of a pre-revenue clinical-stage biotechnology company, including summary analyses of issues and recommendations for consideration by the CEO and executive leadership.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

M&A, Financing & Strategic Transactions

• Lead or provide significant legal support for mergers, acquisitions, divestitures, strategic investments, joint ventures, licensing arrangements, partnerships, and other corporate transactions.
• Manage legal due diligence, transaction structuring, negotiation, documentation, signing, closing, and post-closing activities.

• Support equity and debt financings, investor transactions, and other capital-raising activities, including assisting, as needed, in raising additional capital at appropriate valuations to enable the Company to meet its commercial objectives.

• Coordinate internal stakeholders, outside counsel, financial advisors, and other transaction participants.
• Oversee legal aspects of virtual data rooms, diligence requests, disclosure schedules, corporate records, and transaction readiness.
• Identify material legal and contractual risks affecting potential transactions and provide practical recommendations to executive leadership.

• Represent the Company, as appropriate, in legal and business discussions with clients, investors, business partners, and other external stakeholders.

Biopharma & Commercial Agreements

• Prepare, review, negotiate, and advise on agreements supporting pharmaceutical and biotechnology operations, including license, collaboration, development, material transfer, clinical trial, sponsored research, confidentiality, master services, supply, distribution, vendor, IT, CRO, consulting, stock purchase, stock option, manufacturing, technology, and other template or unique agreements.
• Advise business, scientific, clinical, regulatory, manufacturing, quality, and corporate teams regarding contractual risk, obligations, and strategic legal considerations.

• Develop and maintain appropriate contracting standards, templates, approval processes, and risk positions.

• Support operational excellence in clinical-stage programs by advising on appropriate legal, compliance, contracting, policy, system, and process standards across Company trials and related activities.

Intellectual Property & Technology

• Oversee, in partnership with scientific leadership and outside IP counsel, the Company’s intellectual property portfolio, including patents and patent applications, trademarks, prosecution strategy, territory analysis, freedom-to-operate analyses, patentability analyses, licensing, protection, and enforcement matters.
• Analyze cost-effective filing and prosecution strategies for disparate types of technology and oversee substantive management of worldwide patent prosecution and trademark matters in coordination with outside counsel.

• Ensure appropriate IP protections are incorporated into research, consulting, collaboration, employment, and commercial agreements.

Regulatory, Compliance & Risk

• Advise management on legal and compliance matters applicable to a biotechnology or pharmaceutical company.
• Partner with regulatory, clinical, quality, HR, finance, and other functions to identify and manage legal and compliance risks.

• Draft, implement, review, and oversee corporate compliance policies and procedures, including applicable SOPs, and support employee training on such policies and procedures.

• Coordinate responses to significant government, regulatory, litigation, investigation, or other legal matters as necessary.

Employment & Corporate Operations

• Advise leadership and HR on employment agreements, executive compensation matters, restrictive covenants, employee relations issues, policies, and other employment-related legal matters.
• Provide legal support for equity compensation and corporate capitalization matters in coordination with Finance and outside counsel.
• Advise on insurance, corporate policies, facilities, privacy, data protection, and other operational legal matters as appropriate.

Legal Department Management

• Define and execute a singular vision for the Company’s Legal Department, lead the Company’s legal function, and work closely with the Legal Operations Manager to maintain an efficient and scalable legal infrastructure.

• Establish appropriate workflows for contract intake, approvals, execution, recordkeeping, legal matter management, and corporate records.
• Manage outside counsel relationships, including scope, budget, performance, and appropriate allocation of work between internal and external resources.
• Develop scalable legal processes that support the Company as its operations and transaction activity grow.

• Perform other duties as assigned by the CEO or the Board of Directors.

QUALIFICATIONS :

• Requires a JD and a minimum of 10 years of relevant law experience (law firm and prior in-house counsel experience in pharma and/or biotech)
• Registered to practice before the U.S. Patent and Trademark Office
• Admission to the bar of the Commonwealth of Massachusetts
• Experience in the life sciences space is strongly preferred
• IP background or strong interest in expanding a limited IP skillset preferred
• Prior corporate law firm or global legal department experience strongly preferred
• Ability to manage multiple departments and budgets
• Proactive, independent, solution-driven, detail-oriented
• Exceptional judgment and creativity, with the ability to think strategically and give practical advice appropriately weighing legal and business objectives
• Experience interacting with the Board of Directors
• Experience developing and managing a team in an ever-changing environment
• Decisive decision-making abilities. Strong internal ethical code.
• Excellent oral and written communication skills, as well as interpersonal skills.
• Hard working, driven to achieve creative and sound results.