Overview

The General Counsel will lead all aspects of FM’s legal strategy and execution. GC will provide the CEO, board of directors, and executive management with effective legal advice and guidance on all FM matters and oversee the work of all outside counsel the FM retains. The GC will be directly involved in strategic planning and all significant FM initiatives as a member of FM’s Executive Leadership Team, which is composed of the most senior executives of FM. The GC will also be directly involved in complex business transactions and critical contractual and other business negotiations. The GC will assure and oversee legal compliance, including support for quality assurance assessing FM risk exposure and proposing adequate mitigation strategies as necessary.

The GC will be expected to provide a pragmatic commercial focus when dispensing legal advice, proposing creative alternative solutions to minimize liability while unlocking value and achieving business goals. In addition to excellent legal and business abilities, the GC will need to possess outstanding interpersonal skills, including establishing rapport, building trusted relationships, and engendering confidence at all levels of the organization and board.

Specific Task/Duties

• Participating as a member of FM’s Executive Leadership Team, led by the CEO, and composed of FM’s most senior executives, while working directly with all aspects of the business to articulate and execute strategic initiatives and business needs, providing proactive legal and business counsel, and establishing and influencing proper ethical standards and legal considerations that must be considered when decisions are
• Serving as a key legal advisor to FM on all significant business transactions, negotiating, drafting, implementing, and overseeing variety of agreements, including multi-party agreements, agreements governed by different legal regimes, and agreements with respect to M&A transactions, strategic alliances and joint ventures.
• Direct and implement a contract management system including drafting, counseling, reviewing, recommending for approval and obtaining signatures on all contractual obligations of the organization.
• Advising FM on litigation and regulatory risks associated with possible business decisions, providing preventative counseling and training concerning such risks, and developing and overseeing strategy with both in-house and outside counsel in response to civil litigation and regulatory inquiries (including negotiating settlement agreements where appropriate), and cost-effectively managing the resources required to address those
• Identifying, leading, and directing various regulatory compliance initiatives and handling other regulatory and compliance
• Working closely with clinical and other personnel to maintain FM policies and procedures in accordance with applicable laws and regulations.
• Serves as Chief Compliance Officer
• Oversees privacy issues including handling and procedures for protected health information under HIPAA or State law. Determining whether particular information may be public or confidential by law.
• Managing and overseeing the Legal Department, including budgeting and financial reporting, administration, and the selection and use of outside
• General Council shall assist in efforts focused on governance matters.
• Administrate the organization’s non-associate related insurance plans including responsibility for financial oversight and utilization of the various coverages including directing the captive insurance program, self-insurance plans and other similar risk management vehicles.
• Complete corporate filings and other similar documents for all legal entities in addition to directing the activities of the Secretary of the various Boards of Directors as appropriate.
• Shares with Finance the responsibility for ensuring ongoing tax-exempt for income, property and sales in addition to leading the appeal efforts relating to any adverse rulings or exemption denials relating to any corporate entity.
• Review new and modifications of all operational, development, real estate and investment related activities of/from a legal, regulatory and compliance perspective.
• Performs other tasks as assigned.

III. Mission/Values

· High integrity, with a commitment to upholding FM’s values of innovation, accountability, respect, and excellence.

· Strong executive presence and gravitas with the skills to influence and inspire others.

· Excellent interpersonal skills and the ability to communicate and interact diplomatically, flexibly, and effectively at all levels of a complex, multi-national, manufacturing-based organization.

· Able to serve as a trusted counselor, with a proven ability to advise and counsel on strategic or sensitive issues, including regulatory matters, governmental affairs, and potential related-party transactions.

· Personal credibility and the ability to articulate legal positions and strategies concisely, with a practical focus.

· Excellent judgment, particularly in determining the significance of legal matters; effectively measuring, minimizing, and mitigating risk; and in evaluating legal risk within the context of other business considerations.

· Excellent listening skills and the abilities to appreciate diverse positions and achieve consensus.

· Ability to execute in a fast-paced environment and be a hands-on leader.

· Excellent verbal and written communication skills and ability to impact and influence at all levels of an organization.

· Exceptional analytical, drafting, legal research, writing, and organizational skills, plus focused attention to detail.

· Strong and effective judgment, and ability to present ideas logically.

· Ability to resolve conflict, overcome resistance and facilitate consensus.

· Flexibility to adapt to new FM priorities, processes, initiatives, and risk tolerance, and the ability to offer practical, compliance-oriented solutions.

IV. Position Requirements

Minimum

Preferred

Education

(including vocational school, community college, etc.)

Juris Doctorate (J.D.) degree or equivalent from an American Bar Association accredited nationally or internationally recognized law school and active admission to practice law.

Applicable Experience

Minimum of 5 years of legal experience as an attorney, preferably including foundational law firm training and experience as a General Counsel or senior managing in-house counsel, in healthcare, life sciences or other heavily regulated industry.

Professional Membership,

Licensures, Certifications

License to practice law in the state of Illinois

License to practice in Illinois, Indiana, Iowa and Ohio

Competencies and Skills

Experience in a leadership role in a compliance function at a regulated organization strongly preferred.

Capacity to work across the broad range of legal issues faced by a complex organization, including in the areas of business operations and contracting; business transactions, including M&A and corporate financing; litigation; employment; and compliance.

Experience effectively developing and implementing strategy, in partnership with in-house and outside counsel as appropriate, to address litigation and regulatory matters.

Experience managing outside counsel, both strategically and budgetarily.

Capacity to work with a board of directors and board committees, including on issues relating to fiduciary duties, ethics and compliance, strategic transactions, and health care compliance.

Comfort with financial statements and the financial data needed to run a complex, multi- function organization.

V. Essential Functions (Refer to Position Description Guidelines)

• Works in the office.
• Sits, stands, lifts, bends and moves intermittently during working hours.
• Communicates with staff in the facility, vendors, and community.
• Good administrative proficiency and customer service.
• Outstanding organizational skills.

• Must be able to move intermittently throughout the workday.
• Must be able to lift 50 lbs.

• Must be able to cope with the mental, emotional, and physical stress of the position.
• Must be in general good health and demonstrate emotional stability.
• Excellent oral and written communication skills.
• Computer literacy (i.e., Excel, Access, Word, Internet, and PowerPoint)
• Knowledge of Computer Programs Dual platform on Mac/PC – Adobe suites, Microsoft Word

• Must have patience, tact, and a cheerful disposition and enthusiasm.
• Must function independently, have flexibility, personal integrity, and work effectively with

residents, personnel, and support agencies.

• Close vision for using a computer.
• Distance vision for driving and meeting and greet people.
• Color vision to distinguish colors in preparing marketing materials.
• Ability to communicate (orally and in writing) when dealing with associates, vendors, potential residents and company contacts

• Must be able to seek new methods and principles and be willing to incorporate them into existing practices.
• Office machines, including copier, fax, calculator.
• Mac/PC equipment and software.
• Office supplies, including pens, staplers, pencils, paper, etc.