Deputy General Counsel, Corporate, M&A, Legal and Risk Services

We are so glad you are interested in joining Sutter Health!

Organization:

SHSO-Sutter Health System Office-Bay

Position Overview:

Responsible at the enterprise level to shape, advance and deliver legal services with respect to corporate governance and finance/investment functions of Sutter Health, as well as support mergers and acquisitions and other strategic transactions. Senior leader of the Legal and Risk Services Department reporting to the Vice President, Mergers & Acquisitions, Corporate Transactions, Legal & Risk Services.

Assists the General Counsel and Vice President, Mergers & Acquisitions, Corporate Transactions, Legal & Risk Services in managing and supporting corporate governance and finance/investment functions of Sutter Health, including but not limited to:
• Lead a corporate governance center of excellence team to streamline and develop best practices in corporate governance in for Sutter Health corporate, divisional and subsidiary boards, including board policies, orientation, and training.
• Provide ongoing programmatic and operational support to Sutter Health boards and attorneys supporting such boards.
• Serve as primary support to the General Counsel in supporting the Sutter Health Board.
• Develop board orientation and training programs and materials.
• Serve as first call attorney and strategic advisor for Sutter Health finance, investment and marketing departments, including leading bond financings, capital allocation, and other investment and financing transactions.
• Lead mergers & acquisition transactions and strategic projects, including legal and risk evaluation of potential transactions and opportunities.
• Collaborate with Sutter Health other departments such as growth, strategy, finance, government affairs and others as necessary to interpret and provide legal advice with respect to legislative and regulatory changes affecting corporate governance, finance and M&A lanes.
• Advise, review, draft and negotiate complex legal documents and agreements.
• Identify concrete goals, targets and metrics for the delivery of corporate governance, finance and marketing related legal services.
• Collaborate and coordinate with other Legal and Risk Services teammates as necessary to provide legal advice
• Recruit and manage internal legal resources.
• Identify and manage outside counsel and consultants and set and manage budgets.

Job Description:

Experience

• Minimum 12 years’ experience in both a law firm and in-house counsel setting in healthcare industry with expertise in corporate governance/board support, finance, and mergers & acquisitions, including primary and independent responsibility for significant business transactions.
• At least 5 years of in-house experience preferred.
• Demonstrated experience managing an in-house corporate lane/function highly desirable.
• Experience in or with nonprofit healthcare organizations highly desirable.
• Experience advising health care clients, including but not limited to hospitals, medical foundations and/or physician organizations.
• Deep expertise in general corporate law, including corporate finance, corporate governance, mergers & acquisitions, and drafting and negotiating contracts, including management services agreements, operating agreements, asset/stock purchase agreements, physician employment agreements, letters of intent.
• Exposure and general understanding of basic employment, healthcare compliance, regulatory and related legal issues.
• Substantive expertise in state and federal regulations as they pertain to healthcare providers such as health systems, hospitals, and medical practices.

Knowledge

• Extensive knowledge of health care laws, including Stark, Anti-kickback Statute and False Claims Act.
• Extensive knowledge of corporate antitrust laws.
• Working knowledge of nonprofit health foundations in California
• Working knowledge of tax-exemption/nonprofit laws.
• Extensive knowledge of corporate transaction and contracting processes, including reviewing, drafting, revising, negotiating and finalizing and structuring deal terms.

Skills

• Excellent judgment and business acumen
• Demonstrated experience analyzing transaction opportunities, making risk determinations, and communicating legal recommendations for actionable business decision-making.
• Excellent interpersonal and written and verbal communication skills, including the ability to translate legal complexities into lay terms readily understood by directors, senior management and line personnel.
• Superior negotiating and critical thinking skills.
• Superior leadership, strategic thinking, and collaboration skills.
• Ability to