Director, Corporate Counsel and Assistant Secretary

Why Orthofix?

Guided by our organizational values - Take Ownership | Innovate Boldly | Win Together - we collaborate closely with world-class surgeons and other partners to improve people's quality of life. At Orthofix, we want team members who build relationships and share knowledge, challenge the status quo, and deliver results every day to help us achieve our vision to be the unrivaled partner in Med Tech.

Our global team of over 1,600 employees brings to market highly innovative, cost-effective, and user-friendly medical technologies that heal musculoskeletal pathologies for patients and the healthcare professionals who treat them. Looking to change people's lives? Look no further.

How you'll make a difference?
The Director, Corporate Counsel and Assistant Secretary is a key member of the Legal Leadership Team who assists the Chief Legal Officer in all aspects of managing the Company's corporate governance and corporate legal needs. This role requires significant interaction with senior leadership, providing advice on a variety of legal and business issues, managing outside counsel, helping set legal strategy and providing solutions to advance corporate imperatives.

What will your duties and responsibilities be?

• Serve as Assistant Secretary, supporting the Chief Legal Officer with Corporate Secretary duties, including management of Board of Directors' processes and other corporate governance documentation and matters.

• Advise on securities laws and compliance. Work with Financial Reporting and Accounting to review securities filings, including annual and quarterly reports, interim reports, proxy statements, beneficial ownership filings, earnings reports and press releases, registration statements, among others.

• Advise on mergers and acquisitions, divestitures, strategic partnerships and joint ventures. Working with external counsel, as applicable, draft and negotiate share purchase agreements, asset purchase agreements and other acquisition-related agreements and documents. Collaborate closely with IP counsel and other members of the Legal Department in M&A projects as appropriate.

• Advise on credit and lending matters, working with Treasury and other areas of Finance to support the Company's access to and management of capital, including negotiation of credit agreements, amendments, waivers and other documents, and compliance with credit agreement covenants.

• Manage information and external counsel in connection with the maintenance of the Company's subsidiaries.

• Provide legal advice, counsel and support and serve as the legal partner to the company's Tax function.

• Manage external counsel and manage to budget.

• Produce legal matter reports as necessary.

• Provide legal support for bankruptcy matters, as needed.

• Prepare and review legal documents as necessary.

• Other duties as assigned by the Chief Legal Officer from time to time.

What skills and experience will you need?

• Minimum of 8 years of experience required (8 of which must be legal experience), with in-house experience.

• Experience in major areas of corporate law, including mergers and acquisitions, corporate finance, and corporate governance.

• Experience in securities laws compliance.

• Understands the medical device industry regulatory environment and has working knowledge of applicable laws and regulations (Anti-Kickback statute, Stark Law, FCPA, False Claims Act, FDA rules).

• Exercises excellent professional judgment.

• Is highly responsive and works with a sense of urgency to the needs of stakeholders.

• Has a strong work ethic, follows through on commitments and delivers high-quality results.

• Demonstrates excellent leadership skills and emotional intelligence.

• Possesses strong people management skills and experience.

• Demonstrates excellent communication skills and translates complex legal concepts into actionable advice for the business.

• Possesses excellent organizational skills.

• Understands financial concepts and how to manage budgets.

• Preserves confidentiality and sensitive information.

• Has good working knowledge of and/or skill using electronic systems, including the MS Office Suite, legal/document management systems, and online platforms.

• Juris Doctor degree or equivalent required.

• Admitted to practice law (member in good standing of applicable State Bar).

What qualifications are preferred?
The education, knowledge, skills and/or abilities listed below are preferred qualifications in addition to the minimum qualifications stated above.

Additional Experience, Skills, Knowledge and/or Abilities:

• Experience in the medical device or life sciences industries.

PHYSICAL REQUIREMENTS / ADVERSE WORKING CONDITIONS
The physical requirements listed in this section include, but are not limited, to the motor/physical abilities, skills, and/or demands required of the position to successfully undertake the essential duties and responsibilities of this position. In accordance with the Americans with Disabilities Act (ADA), reasonable accommodations may be made to allow qualified individuals with a disability to perform the essential functions and responsibilities of the position.

• No additional physical requirements or essential functions for this position.

DISCLAIMER

The duties listed above are intended only as representation of the essential functions of this position. The omission of specific statements of duties does not exclude them from the position if the work is similar, related, or a logical assignment to the position. The job description does not constitute an employment agreement between the employer and employee and is subject to change at the sole discretion of the employer. Nothing in this document alters an employee's at-will employment status.

We are committed to providing equal employment opportunities to all employees and applicants without regard to race (including traits historically associated with race, such as hair texture and protective hairstyles, including braids, locks, and twists), ethnicity, religion, religious creed (including religious dress and grooming practices), color, caste, sex (including childbirth, breast feeding, and related medical conditions), gender, gender identity or expression, sexual orientation, national origin, ancestry, citizenship status, uniform service member and veteran status, marital status, pregnancy, age (40 and over), protected medical condition (including cancer and genetic conditions), genetic information, disability (mental and physical), reproductive health decision-making, medical leave or other types of protected leave (requesting or approved for leave under the Family and Medical Leave Act or the California Family Rights Act), domestic violence victim status, political affiliation, or any other protected status in accordance with all applicable federal, state, and local laws.

This policy extends to all aspects of our employment practices including, but not limited to, recruiting, hiring, discipline, termination, promotions, transfers, compensation, benefits, training, leaves of absence, and other terms and conditions of employment.