Corporate Counsel

Location
South San Francisco, CA, United States
Posted
May 29, 2021
Ref
5237111002
Required Education
Bachelors Degree
Position Type
Full time
JOB PURPOSE
Reporting directly to the VP & Deputy General Counsel in the legal department, this position will support the company's corporate activities, including facilitating and managing Sana's corporate and operational contracting as well as providing support for Sana's public company and compliance obligations and assisting in general corporate legal matters. The primary focus of this role is to provide business, operational and organization-wide contracting expertise primarily in the areas of human resources, IT, finance, and facilities, as well as in the areas of R&D, business development, technology operations, and manufacturing. The position will also work closely with the corporate securities and compliance attorney at Sana to prepare public company filings, develop compliance processes, develop and improve processes around corporate governance and assist in employment law, privacy and regulatory matters. Responsibilities will include interfacing with members of Finance, Purchasing, IT, Facilities and the People Team to manage contract- and policy-related information and data with a view to contract lifecycle management (CLM) and assisting with implementation and maintenance of CLM software.

DUTIES AND RESPONSIBILITIES
  • Review, draft and negotiate a variety of contracts with external parties supporting the company's business operations. Specific agreements are related to confidentiality, services, personnel, software and data security, real estate, environmental health and safety, and benefits May also support contracts in the areas of research & development, business development, technology operations, and manufacturing
  • Partner with members of Finance, Purchasing, IT, Facilities and the People Team to manage contract- and policy-related information and data with a view to contract lifecycle management (CLM), and assisting with implementation and maintenance of CLM software
  • Collaborate with contract requesters to review and negotiate legal and business terms of contracts.
  • Manage update and maintain Sana's contract templates and the contract ‘playbook' language.
  • Prepare contract training materials and train stakeholders in their use
  • Partner with stakeholders in IT and Legal to implement, improve, maintain, and train end-users on the CLM system
  • Collaborate to prepare supporting materials for the Board and its Committees, including policies, plan documents and additional materials, ensuring compliance with SEC and Nasdaq corporate governance requirements
  • Act as an advisor on executive compensation, equity and benefit plans including plan design, administration and compliance.
  • Advise on the company's insider trading policy, including communication, interpretation, and training
  • Draft and review SEC filings, including 10-Ks, 10-Qs, 8-Ks, proxy statements, S-3s, S-8s and Section 16 reports, and provide legal support for all aspects of corporate financing transactions
  • Proactively collaborate with Finance, People, Portfolio Strategy, and Investor Relations teams regarding filings and shareholder engagement topics
  • Managing special projects as needed, including compliance initiatives, implementation of changes to the contracting process, and development of contracting standards
  • Participate in building environment that aligns with company values, ways of working, and competencies
  • Drive building and improving current Legal processes with an eye towards process improvement and efficiency for scaling
  • Assist in recruiting and selection of the best talent to help optimize skills and experiences

QUALIFICATIONS
Basic Qualifications
  • J.D. from a U.S. accredited law school and admitted to practice in at least one state (admission to Washington, California, or Massachusetts strongly preferred)
  • 4-7+ years of professional experience as an attorney drafting and negotiating a wide variety of corporate and commercial contracts
  • 4+ years of experience handling U.S. public company matters, including with respect to federal securities laws and corporate governance, including law firm experience
  • Ability to understand and analyze legal contractual terms, accurately identify and assess the risks in a business arrangement, make decisions with respect to contract provisions that are aligned with Sana's risk tolerance and contracting standards, and offer a practical, business-minded approach to contract negotiation
  • Flexible and adaptable - demonstrated ability to work in a fast-paced environment and the ability to shifting deadlines and priorities
  • Demonstrated experience with effectively prioritize and manage a large volume of contract assignments
  • Analytical thinker with a track record of creatively synthesizing new solutions to old problems
  • Strong attention to detail and excellent drafting skills
  • Ability to work effectively in a collaborative team environment where results are achieved, and risk is managed through influence, cooperation, and the incorporation of multiple points of view
  • Excellent oral and written communication and presentation skills
  • Demonstrated flexible intellect; can adapt to changing needs in real time
  • A mentor and leader: all team members deserve an engaged, thoughtful culture and people leader
  • An inclusive individual who thrives in a team-oriented environment
  • Demonstrate the Company's core values and the attributes that support these core values (Lead from every seat, Thrive as a team, Make it happen)
  • Working safely in person on a predictable and regular in-person basis is an essential job function for this position and the Company requires that all individuals working in-person, subject to certain exceptions, be fully vaccinated against COVID-19.

Preferred Qualifications
  • Experience as a corporate counsel at a life sciences company, preferably a commercial phase biotechnology or pharmaceutical company.
  • Corporate transactional, executive compensation, and equity plans experience
  • Experience implementing or using CLM software as a legal end user
  • Experience implementing GDPR and other data privacy law compliance processes
  • Experience negotiating contracts related to clinical advisory boards
  • Basic familiarity and experience drafting and negotiating contracts with health care providers (HCPs) and health care organizations (HCOs)


To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The job description listed above is representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

At Sana, we believe that a diverse workforce strengthens us as a company and helps us to achieve our mission to meaningfully change the outcome of many human diseases. This belief is a pillar of our business and is critical to our success. Our goal is that Sana is the place for talented people to bring their authentic selves to work, to have a great career and to deeply, positively impact patients.

The Company is committed to providing a workplace free of discrimination and harassment based on race, color, religion, age, gender, national origin, ancestry, physical or mental or sensory disability (including the use of a trained guide dog or service animal by a person with a disability), genetic information, actual or perceived HIV or Hepatitis C infection, medical condition (cancer or a record or history of cancer and genetic characteristics), marital status, sexual orientation, sexual preference, pregnancy (including childbirth and related medical conditions), disability, veteran status, political ideology, taking or requesting statutorily protected leave, status as a victim of domestic violence, sexual assault or stalking, or any other basis prohibited by applicable law.

Core to our values, we believe there is nothing more important than the health and wellness of you and your family. We cover 100% of the cost for employee health coverage and offer generous time-off, parental leave, short and long term disability, financial wellness programs, a 401(k) Plan, Employee Stock Purchase Plan, commuter subsidy and a variety of wellness offerings to support each person individually.