General Counsel & Corporate Secretary

Job Posting Organization:
HealthX Partners Incorporated (HXP) is a newly established parent company co-created by Population Services International (PSI) and the Elizabeth Glaser Pediatric AIDS Foundation (EGPAF). The organization aims to enhance the impact of health NGOs and businesses while delivering efficiencies and greater value to consumers, clients, host governments, stakeholders, and the global health sector. HXP is focused on creating new opportunities for leadership within the health sector and operates with a commitment to ethical business practices and legal compliance. The organization is dedicated to fostering a culture of customer centricity and a growth mindset, ensuring that its values are reflected in its operations and interactions.

Job Overview:
The General Counsel & Corporate Secretary at HealthX Partners Incorporated will serve as the senior-most legal advisor to the HealthX Partners Affiliated Group, reporting directly to the CEO. This position is crucial for overseeing all legal functions and providing strategic legal counsel across the network of affiliated entities, including branch offices and both for-profit and nonprofit subsidiaries. The role is responsible for ensuring legal compliance, mitigating risks, and upholding ethical business practices while supporting the overarching goals of the HealthX Partners Affiliated Group. The General Counsel will also act as the corporate secretary and supervise one legal support position, ensuring that the organization adheres to corporate governance requirements and manages legal representation for all group matters.

Duties and Responsibilities:
The General Counsel will provide strategic legal counsel to the executive team and board of directors regarding new and existing laws that impact business operations. Responsibilities include serving as Corporate Secretary for HXP and its controlled entities, ensuring compliance with corporate governance requirements, overseeing the preparation of board materials, and certifying official corporate actions as necessary. The role involves managing legal representation for all HXP group matters, including developing legal strategies for claims, disputes, investigations, and regulatory actions. The General Counsel will oversee complex litigation, arbitration, and contractual disputes involving HXP or its entities, manage outside counsel, and arrange pro bono legal services. Additionally, the role includes overseeing entity registrations, legal status, and statutory compliance across the HXP group, leading legal aspects of potential mergers, acquisitions, strategic partnerships, and other significant collaborations. The General Counsel will also provide legal support to the HealthX Partners group, including funding agreement negotiations, document review, global data privacy compliance, risk and ethics oversight, HR legal matters, audits, and intellectual property management. The position requires embodying a commitment to leading change humanely and fostering the culture and values of HXP and its subsidiaries, with less than 10% international travel expected.

Required Qualifications:
Candidates must possess a Doctorate Degree (or international equivalent), specifically a Juris Doctor degree from an ABA-accredited law school. A minimum of 15 years of experience in labor-employment laws, tax-exempt entities, litigation, mergers/acquisitions/spinoffs, corporate structuring, and corporate law is required. Applicants must have a license to practice law in good standing from any state or territory within the US. In-depth knowledge of the legal landscape and trends related to 501(c)(3) organizations working in International Development, as well as familiarity with bilateral and multi-lateral donors, international law, and offices of Inspector General, is preferred. Proven experience in providing legal counsel to a complex network of organizations and understanding IRS regulations and requirements for supporting organizations is essential. Candidates should demonstrate recognized thought leadership and possess strong leadership skills to enhance and identify new directions for global programs, policies, services, and systems.

Educational Background:
The educational background required for this position includes a Doctorate Degree, specifically a Juris Doctor degree from an ABA-accredited law school. This advanced degree is essential for understanding the complexities of corporate law and the legal frameworks that govern nonprofit organizations, particularly those involved in international development.

Experience:
The position requires a minimum of 15 years of relevant experience in various legal domains, including labor-employment laws, tax-exempt entities, litigation, mergers and acquisitions, corporate structuring, and corporate law. Candidates should have a proven track record of providing legal counsel to complex organizations and managing legal issues across multiple disciplines and functions.

Languages:
Fluency in English is mandatory for this position, while proficiency in French is preferred. This bilingual capability is advantageous for engaging with diverse stakeholders and navigating international legal contexts.

Additional Notes:
HealthX Partners Incorporated is committed to pay equity and transparency, ensuring that compensation meets market standards within each country. The actual base salary will be determined based on factors such as qualifications, experience, internal equity, and external market analysis. The salary range for this position in the United States is between $191,000 and $299,000, depending on the candidate's location and qualifications. HealthX Partners is an Equal Opportunity Employer, encouraging applications from individuals of diverse backgrounds. The successful candidate will be required to pass a background check and provide references. For US-based positions, candidates must be authorized to work in the United States, and work visa sponsorship will not be considered for this role. Reasonable accommodations are available for applicants with disabilities during the employment process.