Director, Corporate Counsel - Corporate & Securities
Who We Are
For more than two decades, going our own way has led to countless breakthroughs, bettering the lives of those suffering from rare genetic disease. In 1997 we were founded to make a big difference in small patient populations. Now we seek to make an even greater impact by applying the same science-driven, patient-forward approach that propelled our last 25 years of drug development to larger genetic disorders, as well as genetic subsets of more common conditions. Through our unparalleled expertise in genetics and molecular biology, we will continue to develop targeted therapies that address the root cause of the conditions we seek to treat. Applying our knowledge to make a transformative impact is not just a calling, but an obligation to those who will benefit most. The end goal has always been better lives and now we can reach more.
And the more people we reach, the more our impact can grow. We transform lives through genetic discovery.
Our desire to make a positive impact on our patients extends to our employees and BioMarin is committed to fostering an inclusive environment where every person feels seen, valued, and heard – so employees can thrive in all areas of their lives, in and outside of work. We seek to provide an open, flexible, and friendly work environment to empower people and to provide them with the ability to develop their long-term careers. Ultimately, we want to be an organization where people enjoy coming to work and take pride in our efforts to help patients.
By providing a foundation for all operations company wide, BioMarin’s General and Administrative teams support our mission of providing first and best in class therapeutics to patients who live with rare diseases. Our teams include groups such as finance, legal, human resources, corporate compliance and ethics, and information technology. Come join our team and make a meaningful impact on patients’ lives.
The Director, Corporate Counsel will report directly to the Company's Vice President, Deputy General Counsel – Corporate (DGC) and will be responsible for managing or supporting general corporate and securities matters, providing primary legal support to BioMarin’s Finance and other G&A departments, and advising on business development and financing transactions. This role will work closely with cross functional partners, especially in Finance, Treasury, Stock Administration, Investor Relations, and Business Development, as well as other attorneys across the globe in BioMarin’s Legal Department. In carrying out the responsibilities of this position, Counsel will help manage the department’s paralegal and outside counsel. Counsel will also regulatory interact with senior executives across the organization, including the Chief Legal Officer, Chief Financial Officer, and Chief Business Development Officer, as well as the Board of Directors.
The successful candidate for this position will have significant experience with corporate governance matters, SEC reporting, and licensing and M&A transactions and have a strong business acumen with an ability to balance legal and operational risks when providing advice to internal clients.
This is an exciting opportunity to join a talented and passionate group of attorneys in support of BioMarin’s mission to develop and commercialize innovative therapeutics that provide meaningful advances to patients with serious and life-threatening rare genetic diseases.
- Draft and review (in collaboration with cross-functional Finance team, auditors and outside counsel) the company’s SEC filings, including 10-K, 10-Qs, Proxy Statement, 8-Ks, and Section 16 reports, and ensure compliance with SEC regulations and Nasdaq Listing Rules.
- Support the DGC and Chief Legal Officer in maintaining and managing the company’s corporate governance and corporate secretary matters relating to the company’s Board of Directors and related committees. Such support may include drafting agendas, preparing or reviewing board and committee meeting materials, and drafting or review of minutes and resolutions.
- Assist on executive and director compensation matters, including providing advice and counsel on matters relating to plan documentation and related securities matters and working closely with Human Resources and Stock Administration on equity award documentation and processes.
- Manage Insider Trading Policy compliance, including collaboration with Stock Administration and the company’s captive broker regarding trading windows, special blackouts, and 10b-5-1 plans.
- Support the Conflict of Interest Policy compliance program, including collaboration with the DGC and department paralegal in review and resolution of potential conflicts of interest.
- Collaborate with the DGC, Chief Legal Officer, Chief Financial Officer, Chief Accounting Officer, and Group Vice President of Investor Relations regarding disclosure matters, including review of earnings and other press releases and investor presentations.
- Provide support for business development and financing transactions, including licensing, acquisitions, divestitures, mergers and other strategic transactions, as well as securities offerings.
- Manage contracts associates in the drafting and negotiation of various contracts, including non-disclosure agreements, master services agreements, statements of work, and other contracts requested by Business Development and BioMarin’s G&A functions (other than Human Resources). For complex or non-standard agreements, Counsel may have primary review/drafting responsibility.
- Advise Alliance Management and other internal clients on contract interpretation and coordinate cross-functionally to track and comply with obligations under the company’s agreements.
- Support Treasury in covenant compliance for lines of credit and convertible notes.
- Monitor and keep senior leadership apprised of corporate governance and public company reporting trends and developments.
- Oversee entity management for U.S. entities and collaborate with Legal Department attorneys in other regions for management of entities outside the U.S.
- Represent the Legal Department on cross-functional projects and initiatives, including the company’s Environmental, Social, and Governance Committee.
Experience and Skills Required
- 5 to 7+ years of experience, including at a major law firm, advising on corporate/SEC reporting matters and strategic transactions; prior in-house experience is preferred; industry experience is a plus, but not required.
- Strong understanding of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations of the SEC under those acts, the Sarbanes Oxley Act, Delaware’s General Corporation Law, and the Nasdaq Listing Rules.
- Financial literacy and comprehension of corporate finance disclosure issues, including comfort discussing financial statement concepts related to accounting and tax issues.
- Experience leading or working on corporate transactions, such as debt and equity financings and licensing, collaboration, acquisition, divestiture, and merger agreements, from term sheet and due diligence phases through closing and post-closing management.
- Experience supporting a public company board of directors and committees, including preparing and reviewing materials and preparation of minutes, consents, charters and policies, is a plus.
- Experience with investor relations, proxy advisory firms, and the annual meeting process, is a plus.
- Ability to contribute to discussions of general business issues and to work well with a wide range of internal clients, from senior executives to operating personnel.
- Ability to analyze complex legal and regulatory materials, communicate the implications to non-lawyers in clear and simple language, and recommend courses of action.
- Familiarity with legal technology used to support a corporate and securities law practice, including securities filing software, entity and document management, and research resources.
- Detail-oriented, self-motivated, a quick learner, and have a strong work ethic.
- Excellent organization and time-management skills. Must be able to manage multiple projects and aggressive timelines in a diligent manner, prioritize, and work under pressure.
- Exceptional written and communication skills.
- Strong team orientation. Must be able to collaborate effectively in a dynamic, fast-paced, cross functional environment.
- Ability to think critically and strategically and to creatively problem solve.
- Integrity while working with a wide range of sensitive and confidential issues.
- Ability to work onsite at BioMarin’s San Rafael, CA headquarters at least two days a week.
J.D. required from a nationally recognized law school. Current California Bar membership or eligibility for in house counsel registration required.
We are an equal opportunity employer and all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, gender identity, sexual orientation, national origin, disability status, protected veteran status, or any other characteristic protected by law.