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OpenLoop is a telehealth platform that powers virtual care delivery solutions at scale across all 50 states. The company operates a multi-entity structure with several wholly-owned subsidiaries.
You will serve as Corporate Counsel, owning general corporate matters, corporate governance, and entity management across OpenLoop and its subsidiaries. Your primary focus is governance, entity hygiene, capitalization table support, and diligence readiness—the foundational work that makes transactions faster and cleaner.
Key responsibilities include:
- Own subsidiary governance and corporate hygiene across the multi-entity structure: organizational documents, board and stockholder/member consents, officer and director appointments, state registrations, 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.
- Support capitalization table accuracy, including equity issuances, option grants, transfers, and reconciliation with Finance and equity platforms.
- Run corporate diligence support for financings and transactions: build and manage data rooms, respond to diligence requests, 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, entity consolidation, and integration of acquired entities.
- Serve as the internal resource on entity structure, answering which entity signs documents and whether it can.
- Support licensing and regulatory filings dependent on corporate structure, including corporate practice of medicine considerations and multi-state registration requirements.
- Identify and escalate corporate, securities, and healthcare regulatory risk early with recommended paths forward.
- Manage outside counsel on assigned governance, entity, and filing matters—scope work, hold budgets, and quality-check deliverables.
You will work across Finance, Accounting, Compliance, Contracts, Product, and Operations in a relatively flat organizational structure that values autonomy, competence, and belonging.
REQUIREMENTS:
- Juris Doctor (JD) from an ABA-accredited law school and 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 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; able to carry multiple workstreams independently.
- Clear communicator who provides proactive status updates, escalates early, and works well across functions.
- Takes and applies feedback well; solutions-oriented mindset for 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.
