openloophealth - Corporate Counsel

• Own subsidiary governance and corporate hygiene across OpenLoop and its subsidiaries, including organizational documents, board and stockholder/member consents, officer and director appointments, state registrations and qualifications, annual reports, and good standing maintenance. • Build and maintain the operating model for corporate maintenance — governance calendars, consent and resolution templates, entity records, and signing authority documentation — so governance is repeatable rather than reactive. • Draft, negotiate, and maintain intercompany agreements and internal restructuring documentation, keeping terms aligned with Finance, Tax, and Accounting positions. • Support capitalization table accuracy, including equity issuances, option grants, transfers, and ongoing reconciliation with Finance and our equity platform. • Run corporate diligence support for financings and transactions: build and manage data rooms, respond to diligence requests, and prepare officer certificates, closing checklists, and signature packets. • Own defined workstreams on M&A and strategic transactions, including drafting and negotiating corporate transaction documents, corporate diligence, entity formation, post-closing governance matters, entity consolidation and clean-up, and integration of acquired entities. • Serve as the internal go-to resource on entity structure, answering "which entity signs this, and can it?" for Finance, Accounting, Compliance, Contracts, Product, and Operations before those questions become problems. • Support licensing and regulatory filings that depend on corporate structure, including corporate practice of medicine considerations, PC/MSO arrangements, and multi-state registration requirements. • Identify and escalate corporate, securities, and healthcare regulatory risk early, paired with a recommended path forward rather than the issue alone. • Manage outside counsel on assigned governance, entity, and filing matters — scope the work, hold the budget, and quality-check what comes back.