Associate General Counsel (English/Spanish)
JOB DETAIL
ROLE FUNCTION
Associate General Counsel will provide a full array of legal services needed in an international nonprofit environment, with an emphasis on
- Delivering advice, counsel, and training to Heifer employees on various legal topics
- Leading substantive areas of Heifer’s legal work, as assigned
- Structuring registrations, formations, and transactions
- Drafting and reviewing templates, white papers, grants, contracts, registration documents, formation documents, powers of attorney, documents related to impact capital, and other various legal documents
- Acting in place of General Counsel when she/he is out or is focused on other duties.
In carrying out tasks within Legal Services, Associate General Counsel may train and supervise, and assist in training and supervising, paralegal(s), Associate Counsel, external legal counsel, and other legal resources.
RESPONSIBILITIES & DELIVERABLES
Grants and Contracts (50%)
Train teams of designated Contract Specialists on grant and contract drafting, review, and negotiation. Provide ongoing advice and counsel to Heifer employees, including Contract Specialists, in matters related to grants and contracts. Review, negotiate, and draft various grants and contracts.
Supervise other legal assets and resources in connection with grants and contracts review, including paralegals, Associate Counsel, and external legal counsel.
- Train, advise, and counsel Contract Specialists and other staff in matters related to grants and contracts
- Create, implement, and conduct other various legal trainings
- Well-drafted Independent Contractor Agreements, Grant- and Project-related Agreements, Employment Agreements, Corporate Letters of Agreement, License Agreements, Software Agreements, Cooperation Agreements, Endowment Agreements, Professional Services Agreements, Lease Agreements, Charitable Solicitation Agreements, and Relationship Agreements
Corporate (15%)
Assist in structuring branch offices and legally separate entities.
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Provide corporate advice and counsel, concentrating on specific Heifer regions (Americas, Africa, Europe, and/or Asia), as assigned. Supervise other legal assets in connection with certain corporate work, including paralegals, Associate Counsel, and external legal counsel.
- Complete transaction-related due diligence
- Well-drafted Term Sheets, Loan Agreements, Promissory Notes, Mortgages, Security Agreements, Deposit Agreements, Joint Venture Agreements, Partnership Agreements, Equity Transfer Agreements
Impact Capital (10%)
Assist in structuring impact capital transactions. Review, negotiate, and draft documents related to impact capital.
Supervise other legal assets in connection with certain transactions, including paralegals, Associate Counsel, and external legal counsel.
- Complete transaction-related due diligence
- Well-drafted Term Sheets, Loan Agreements, Promissory Notes, Mortgages, Security Agreements, Deposit Agreements, Joint Venture Agreements, Partnership Agreements, Equity Transfer Agreements
Assist in other areas of law (10%)
- Intellectual property, real estate, charitable registrations, dispute resolution and litigation, and privacy and data protection laws
- Assist People Department with matters related to hiring, promotions, discipline, grievances, disputes, separations, pay, benefits, immigration, and labor and employment issues
- Review and draft policies
- Develop best practices and white papers
- Provide updates on key legal developments
- Manage counterterrorism checks and procedures
- May perform other job-related duties as assigned
Minimum Requirements:
- Juris Doctorate degree from an accredited law school.
- 8-10 years of job-related experience.
- Minimum of 4 years experience in management.
- Licensed and in good standing as an attorney in the United States.
- Fluency in English and Spanish, particularly in legal matters (this includes speaking, reading, and writing).
- Ability to draft, review, negotiate, and manage complex grants and contracts in a dynamic, demanding environment while overseeing staff, providing training and feedback, and ensuring efficient workflow of processes and systems.
- Ability to form and organize corporate entities, including drafting articles, bylaws, and relationship agreements.
- Ability to assist boards of directors with various governance-related issues, including advising on Robert’s Rules of Order, drafting resolutions, and providing orientation and training. Ability to structure impact investing transactions, and draft, review, negotiate, and manage a wide variety of documents related to such transactions (which may include debt, equity, and hybrid components).
Preferred Requirements:
- Nonprofit or substantive volunteer experience.
- Business-related undergraduate or graduate degree.
- General understanding of international law.
Most Critical Proficiencies:
- Managing large projects
- Supervising external counsel and other legal assets in certain areas of responsibility
- Proficient in writing of all kinds.
- Proficient in grant and contract law.
- Proficient in structuring and documenting transactions.
- Great attention to detail.
- Excellent skills in organization, research, and writing.
- Strong understanding of laws applicable to 501(c)(3) tax-exempt organizations operating internationally, including but not limited to tax laws and laws related to international grant-making and anti-terrorism.
- Strong understanding of non-profit culture.
- Ability to manage administrative matters such as managing calendar, drafting correspondence, and maintaining established electronic filing system.
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