Corporate Counsel – Transactions & M&A - Renton, WA, Spokane, WA, Irvine, CA or Portland, OR

Providence•Renton, WA

32d•Hybrid

About The Position

The Corporate Counsel position is responsible, under the guidance of Department of Legal Affairs (DLA) Leadership, for providing valued, strategic, and practical legal advice and support for Providence St. Joseph Health (“Providence”) in connection with healthcare transactions and strategic growth initiatives. The position will advise on M&A, divestitures, joint ventures, affiliations, strategic partnerships, internal reorganizations, and other complex transactions involving hospitals, physician organizations, ambulatory services and other healthcare businesses. The attorney will support transactions throughout their lifecycle, including transaction structuring, preliminary agreements, due diligence, drafting and negotiation of definitive agreements, healthcare regulatory analysis, internal approvals, closing, and post-closing integration. The position may also advise on complex commercial agreements that are integral to supported transactions and strategic initiatives.

Requirements

Juris Doctor degree from an accredited law school, or the equivalent.
Active admission and license to practice law in California, Oregon, or Washington.
At least 7-10 years of relevant legal experience, including substantial experience advising healthcare organizations on mergers, acquisitions, divestitures, joint ventures, affiliations, strategic partnerships, or comparable complex transactions.
Demonstrated experience managing transactions through the full lifecycle, including structuring, due diligence, drafting and negotiating definitive agreements, regulatory analysis, approval processes, closing, and post-closing matters.
Strong knowledge of healthcare regulatory requirements applicable to transactions, including fraud and abuse laws, physician alignment requirements, corporate practice of medicine, change-of-control and licensure matters, and nonprofit and tax-exempt organization considerations.
Superior drafting, negotiation, and analytical skills, including the ability to translate complex deal and regulatory issues into clear, practical advice.
Ability to recognize and weigh legal and business risks, think strategically, and advance practical solutions in a complex, fast-paced environment.
Superior written and verbal communication skills and the ability to convey complex legal concepts, material risks, and recommendations to non-lawyers and senior executives.
Ability to function effectively, manage competing transaction timelines, and complete projects in a timely manner.

Nice To Haves

Experience representing or advising hospitals, health systems, physician organizations, health plans, ambulatory businesses, digital health companies, or other healthcare entities strongly preferred.
Experience with entity formation, corporate governance, corporate finance, and for-profit and nonprofit transaction structures preferred.
Experience working directly with corporate development, finance, strategy, operations, compliance, and executive leadership on complex transactions.
Experience coordinating and managing outside transaction counsel, subject-matter specialists, and multidisciplinary diligence teams.

Responsibilities

Advise on M&A, divestitures, joint ventures, affiliations, strategic partnerships, clinical ventures, physician transactions, and other complex healthcare transactions.
Support transactions from initial evaluation through closing and integration, including transaction structuring, confidentiality agreements, letters of intent, due diligence, definitive agreements, disclosure schedules, regulatory submissions, internal approvals, closing deliverables, and post-closing matters.
Draft, review, and negotiate transaction documents, including purchase agreements, affiliation agreements, joint venture agreements, transition services agreements, management and services agreements, and related ancillary documents.
Identify and advise on healthcare regulatory issues affecting transaction structure and execution, including the Stark Law, Anti-Kickback Statute, HIPAA, fraud and abuse requirements, corporate practice of medicine, licensure, change-of-control requirements, tax-exempt organization considerations, and applicable state and federal approval processes.
Manage legal due diligence, including development of diligence scopes, review of material findings, escalation of significant risks, and preparation of practical, executive-level risk assessments.
Advise on governance, reserved powers, control rights, fiduciary considerations, nonprofit and tax-exempt organization requirements, and transaction approval processes.
Coordinate multidisciplinary transaction teams involving corporate development, strategy, finance, tax, operations, compliance, reimbursement, information services, human resources, clinical leadership, and outside counsel.
Provide practical, risk-balanced advice to senior leaders and transaction teams regarding deal terms, regulatory requirements, execution risk, and available alternatives.
Manage outside counsel and other legal resources to ensure transaction work is appropriately scoped, coordinated, timely, and cost-effective.
Collaborate within DLA to deliver timely, coordinated legal support aligned with business priorities, transaction timelines, and enterprise objectives.
Function independently on complex healthcare transactions and collaborate with DLA leadership on matters involving significant strategic, regulatory, financial, or reputational risk.
Assume responsibility for administrative functions within DLA, as assigned.