General Counsel
Job Details
Senior
Bird and Cronin LLC - Eagan, MN
Full Time
Graduate Degree
Up to 25%
Legal
Summary

The General Counsel (GC) will serve as a trusted legal and business advisor to the CEO, the Board, and other members of the executive team, weighing in on Dynatronics’ direction and strategic matters. The GC will serve as the Corporate Secretary, will oversee the legal and compliance functions of the company, and will manage merger and acquisition (M&A) due diligence efforts. Common activities include public company reporting obligations, corporate governance, commercial contracts, litigation, employment matters, human resources policies and procedures, internal audits, sales and marketing compliance, financings, and patent and trademark prosecution.

 

The General Counsel must possess strong leadership, management, organizational, and communication/presentation skills; be able to lead (and contribute to) multi-functional teams; and have experience handling simultaneously numerous, high-priority, high-visibility tasks. The successful candidate will excel at resolving complex problems with creative solutions and minimal reliance on outside counsel. The ideal candidate will have a start-up mentality; be practical, solution-oriented and business-minded; embrace new challenges, and thrive in a collaborative environment.  An ability to mentor and positively influence the organization, both within and outside the Legal Department, is required.

 

Essential Functions and Competencies

Legal Counsel

  • Minimize legal and reputational risk while protecting the company by setting the tone and philosophy of Dynatronics’ commitment to comply with all legal and compliance-related matters
  • Provide legal counsel to the senior team and Board on key issues facing the Company
  • Keep CEO updated on legal activities; resolve contractual issues rapidly, in a fair and professional manner
  • Proactively address legal and compliance risk, dealing with issues as soon as they surface
  • Support M&A and due diligence efforts as needed, highlighting both legal and strategic risks and opportunities
  • Prudently manage relationships with external law firms by identifying best-in-class firms to support Dynatronics on mission-critical legal issues to ensure high-quality service while forming strong relationships with key firms

 

Corporate Governance / Corporate Secretary

  • In consultation with CEO and Chairperson, develop agendas and prepare materials for meetings of the Board of Directors and its committees, including with respect to executive compensation matters
  • Manage all board governance activities for Dynatronics and maintain robust minutes/records for board and committee meetings
  • Update the Board periodically on legal actions and Dynatronics’ compliance activities
  • Maintain and update documentation and processes for equity/option issuance as well as current cap table
  • Interface with insurance broker and carrier to obtain the most effective and efficient product liability coverage for the Company
  • Stay current on corporate governance developments, including proxy advisory, and trends and incorporate into governing documents

 

Finance

  • Partner with the CFO to create an adequate budget to manage these law firms, updating projections as circumstances change
  • Work with the CFO in drafting and reviewing SEC documents, including Forms 10-k, 10-Q and 8-k, proxy statements, and Section 16 filings; draft and review press releases, investor presentations and other public materials, including conference call scripts
  • Manage execution of stock and option plans, including working with the stock agent to issue, transfer share and options and maintain shareholder ledgers
  • Draft materials related to annual stockholders’ meeting

 

Contracts, Agreements, & Documents

  • Review, draft, revise and negotiate a wide range of commercial contracts, and other management of strategic partnerships, customers, and suppliers
  • Review, draft, revise and negotiate a broad variety of other commercial agreements, from simple to complex, including, but not limited to, master agreements and statements of work with a wide range of vendors/service providers, including supply agreements,  consignment agreements, non-disclosure agreements, intellectual property license agreements, information technology service agreements, materials transfer agreements,  leases,  consulting agreements (for non-HCP’s), among others; and manage the renewal process of such
  • Establish, manage, and protect intellectual property/capital including, but not limited to, patents, copyrights, trademarks, licensing, technology transfers, distribution, and trade secrets as regulated by the Federal Government, USPTO, and USCO
  • Manage renewal process notification/negotiation and coordination with sales on all sales distribution agreements
  • Review, draft, revise employee agreements (e.g., employment offer) and other documents associated with employment (e.g., termination notice, separation and release agreement)
  • Manage product liability risk, working with product and marketing teams to improve instructions and disclosures over time

 

Policies, Procedures, & Compliance

  • Oversee the Company’s sales and marketing compliance program and data security/privacy obligations, including overseeing adherence to industry codes of conduct, anti-kickback, false claims, anti-competition, anti-bribery regulations, both within and outside the U.S, as well as HIPAA and GDPR and other EU directives; ensure compliance with “sunshine” reporting obligations
  • Work on training, development, knowledge management, records retention, and various other matters relating to the management of the legal function; develop new and review and enhance existing policies and procedures to streamline the Company’s business operations and improve customer experience (for both internal and external constituents)
  • Ensure Dynatronics compliance processes and procedures adhere to relevant protocols across the enterprise
  • Lead ongoing training and audit activities to ensure adherence to these standards

 

Human Resources Management

  • Provide supervisory oversight to Human Resources Department, developing best practices, policies, and procedures to uphold Company compliance with federal, state, and local regulations (e.g., OFCCP, Joint Commission, Department of Labor, IRS, Affirmative Action/EEO, Title VII, FLSA, FMLA, ADA, NLRA, ADEA, ERISA, COBRA, IRCA, WARN)
  • Investigate and ensure appropriately documentation of employee relations, ethics, and compliance issues
  • Manage preparation of Affirmative Action Programs for Federal government contractors, and design and review of applicant record keeping systems
  • Perform additional, related duties as needed

SUPERVISORY RESPONSIBILITY

The General Counsel is at present the only employee in the Legal Department, but will supervise the Human Resources team.

COMPETENCIES

  • In-depth knowledge of legal, leadership, business, and human resources acumen, principles, and best practices; current with relevant trends and applications
  • Strong strategic-thinking and critical-analysis ability; able to see and communicate the big picture, determine opportunities and threats through comprehensive analysis of current and future trends, make effective decisions and execute an appropriate course of action that complies with best practices and regulatory requirements while supporting business objectives
  • Start-up mentality, able to embrace new challenges and thrive in a collaborative environment 
  • Strong attention to detail; time management, project management, and organizational skills; able to multi-task, performing a wide variety of priorities and tasks
  • Ability to multi-task and manage multiple priorities
  • Strong verbal and written communications, including public speaking and presentation skills; able to draft agreements, contracts, policies, and procedures relative to general counsel responsibilities; able to speak, read, and write English fluently
  • High level of professional and business judgment; expert understanding of performance management and conflict resolution principles; able to lead others and translate skills through training, mentoring, and positive influence
  • High level of integrity and ethics, able to handle sensitive and proprietary information with discretion and confidentiality
  • Proficient in Microsoft Office applications (Outlook, Word, Excel, PowerPoint)
  • Alignment with DYNA mission, vision, and core values
  • Willingness, interest, and capacity to manage Human Resources Department

 

EXPERIENCE & EDUCATION

  • J.D. from respected law school (preferably graduating in top quartile)
  • Major law firm or relevant in-house experience (preferably at least 6-8 years in the aggregate, with an emphasis on corporate transactional/securities law activities) with demonstrated experience and success in essential duties and responsibilities described above
  • Experience in a manufacturing industry (preferably in FDA-regulated medical device industry)

 

TRAVEL

Requires travel 0-20% of the time, including overnight, to other Dynatronics sites

 

POSITION TYPE & EXPECTED WORK HOURS

This is a full-time, benefit-eligible position. Work hours may vary and may also include occasional evening and weekend work as job duties demand.

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