Corporate Counsel

Job description

## **About OpenLoop** OpenLoop was co-founded by CEO, Dr. Jon Lensing, and COO, Christian Williams, with the vision to bring care anywhere. Our telehealth support solutions are thoughtfully designed to streamline and simplify go-to-market care delivery for companies offering meaningful virtual support to patients across an expansive array of specialties, in all 50 states. **About the Role** OpenLoop’s mission is to **bring care anywhere** by powering telehealth solutions at scale. We’re looking for a Corporate Counsel to join our team remotely or at HQ in Des Moines, IA. In this role, you will own general corporate matters, corporate governance and entity management across OpenLoop and its subsidiaries, and serve as the internal expert on how our corporate structure works and how to keep it clean as the company scales. OpenLoop operates a multi-entity structure spanning several wholly-owned subsidiaries. Keeping that structure accurate, compliant, and transaction-ready is a real job, and it's this one. You will support M&A and financing activity from the corporate side, but your center of gravity is governance, entity hygiene, cap table support, and diligence readiness — the work that makes every transaction faster and cleaner. **What You'll Do** 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. - Other duties as assigned. **Who You Are** - Juris Doctor (JD) from an ABA-accredited law school and an active license to practice in at least one U.S. jurisdiction. - 4-6 years of corporate law experience from a law firm, in-house legal team, or a combination. Corporate or emerging companies/venture capital (ECVC) training at a strong firm is valued. - Hands-on experience owning entity governance and corporate maintenance for a multi-entity organization. - Working command of cap tables, equity issuances, board governance mechanics, entity management, and state registration and qualification requirements. - Experience supporting financings and M&A from the corporate side, including diligence, data rooms, closing mechanics, and post-closing clean-up. - Highly detail-oriented with strong project management and follow-through. You can carry multiple workstreams independently and keep them moving without being chased. - Clear communicator who provides proactive status updates, escalates early, and works well across Finance, Accounting, Compliance, and Operations. - Takes and applies feedback well, and brings a solutions-oriented mindset to ambiguous problems. - Comfortable operating as a hands-on generalist in a rapidly scaling organization with evolving priorities. - Healthcare or other regulated-industry exposure is a plus, including familiarity with corporate practice of medicine and PC/MSO structures. ## **Our Benefits** In addition, for salaried positions you would also be eligible for: - Medical, Dental, and Vision plans - Flexible Spending/Health Savings Accounts - Flexible PTO - 401(k) + Company Match - Life Insurance, Pet insurance, and more ## **Our Company** We have a relatively flat organizational structure here at OpenLoop. Everyone is encouraged to bring ideas to the table and make things happen. This fits in well with our core values of Autonomy, Competence and Belonging, as we want everyone to feel empowered and supported to do their best work. Sound like a good fit? We’d love to meet you.