Remote Corporate Counsel — Governance & M&A

OpenLoop Health; Des Moines (IA); Hybrid; USD 120,000 - 180,000; Full time

Benefits offered by this job

Medical/Dental/Vision

FSA/HSA

Flexible PTO

401(k) + company match

Life Insurance & Pet insurance

Job summary

OpenLoop Health is seeking a Corporate Counsel to join our team remotely or at HQ in Des Moines, IA. You will own general corporate matters, 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.

We operate a multi-entity structure spanning several wholly-owned subsidiaries. You will support M&A and financing activity from the corporate side, but your center of

Qualifications

• Juris Doctor (JD) from an ABA-accredited law school and active license in at least one U.S. jurisdiction.
• Strong corporate governance and multi-entity management experience.
• Experience supporting financings and M&A from the corporate side.

Responsibilities

• 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.
• 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 escalation 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.

Skills

Corporate governance

Entity management

M&A diligence

Cap table management

Regulatory filings

Communication

Project management

Regulatory risk

Intercompany agreements

Diligence/data rooms

Education

Juris Doctor (JD)

Bar admission

Job description

OpenLoop Health is seeking a Corporate Counsel to join our team remotely or at HQ in Des Moines, IA. You will own general corporate matters, 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.

We operate a multi-entity structure spanning several wholly-owned subsidiaries. You will support M&A and financing activity from the corporate side, but your center of