General Counsel Corporate Secretary

General Counsel Corporate Secretary

Reports To:

President & Chief Executive Officer

Position Summary

Innovation Works (IW) seeks an experienced and strategic General Counsel to serve as the organization's chief legal advisor and trusted business partner to the President & CEO, executive leadership team, Board of Directors, and affiliated entities.

The General Counsel will oversee all legal matters for the organization, including venture capital and investment transactions, corporate governance, contract negotiation and administration, regulatory compliance, employment-related legal matters, intellectual property considerations, risk management, and organizational strategy. This position will play a critical role in supporting Innovation Works' mission of investing in and accelerating the growth of technology-based startups and entrepreneurial ecosystems throughout Southwestern Pennsylvania.

The successful candidate will possess a combination of strong transactional experience, business acumen, venture finance expertise, nonprofit governance knowledge, and the ability to provide practical legal advice in a fast-paced, entrepreneurial environment.

Essential Duties and Responsibilities

Venture Investment and Transaction Management

• Lead all legal aspects of Innovation Works' investment portfolio, including convertible securities, equity investments, warrants, SAFEs, and related financial instruments.
• Structure, draft, negotiate, and manage investment transactions and financing agreements.
• Conduct and oversee legal due diligence related to prospective and follow-on investments.
• Partner with investment teams to evaluate legal, financial, operational, governance, and risk considerations associated with investments.
• Support portfolio company transactions, restructurings, acquisitions, exits, and financings as needed.
• Monitor and maintain legal records related to portfolio investments and capitalization positions.
• Assist in developing and executing collection and recovery strategies related to outstanding debt obligations and investment agreements.

Contract Management and Commercial Transactions

• Serve as the primary legal authority for all organizational contracts.
• Draft, review, negotiate, and manage a wide variety of agreements, including:
  • Vendor and service agreements
  • Professional services contracts
  • Consulting agreements
  • Grant agreements
  • Lease agreements
  • Non-disclosure agreements
  • Partnership agreements
  • Sponsorship agreements
  • Licensing agreements
  • Procurement and purchasing contracts
• Technology and software agreements
• Develop and maintain contract standards, templates, and approval processes to ensure consistency and risk mitigation.

Corporate Governance and Board Support

• Serve as legal advisor to the President & CEO and Board of Directors.
• Assist in preparing and maintaining corporate records, resolutions, governance documents, and Board materials.
• Support Board and committee meetings, governance initiatives, and compliance obligations.
• Advise leadership regarding fiduciary responsibilities, nonprofit governance requirements, and organizational policies.

Strategic Legal and Business Advisory

• Serve as a member of the senior leadership team and provide practical legal guidance on strategic initiatives and organizational priorities.
• Support mergers, acquisitions, partnerships, collaborations, and other complex business transactions.
• Advise leadership regarding intellectual property, confidentiality, data privacy, and cybersecurity matters.
• Assist in evaluating legal implications of new programs, funding opportunities, investments, and strategic partnerships.
• Provide proactive legal counsel that balances organizational objectives with appropriate risk management.

Outside Counsel Management

• Manage relationships with external legal counsel and subject matter experts.
• Coordinate specialized legal services when appropriate.
• Control legal expenditures and ensure efficient use of outside resources.

Qualifications

Required

• Juris Doctor (J.D.) degree from an accredited law school.
• Active license to practice law in Pennsylvania.
• Minimum of 8-10 years of progressive legal experience.
• Significant experience in corporate transactions, venture capital, private equity, securities, commercial contracts, or business law.
• Demonstrated experience negotiating and drafting complex legal agreements.
• Strong understanding of corporate governance and regulatory compliance.
• Experience advising executive leadership and boards of directors.

Preferred

• Experience supporting venture capital, startup, entrepreneurial, technology, innovation, or economic development organizations.
• Knowledge of nonprofit governance and nonprofit regulatory requirements.
• Experience with venture financing structures, convertible debt, SAFEs, preferred equity, warrants, and related investment vehicles.
• Experience supporting employment law and employee relations matters.
• Startup, accelerator, incubator, or economic development experience.

Competencies

• Strategic Thinking and Business Acumen
• Executive Presence and Sound Judgment
• Contract Negotiation and Transaction Management
• Risk Assessment and Mitigation
• Relationship Building and Collaboration
• Attention to Detail
• Project Management and Organization
• Exceptional Written and Verbal Communication Skills
• Problem Solving and Decision Making
• Highest Standards of Ethics, Professionalism, and Integrity

FLSA Status

Exempt

Work Environment

Hybrid / Professional Office Environment

Supervisory Responsibility

May supervise legal, compliance, governance, or administrative support resources as assigned.