Director, Corporate & Securities Counsel

Avalyn Pharma•Boston, MA

About The Position

Avalyn is a recently-IPO'd, small-cap biotech company focused on transforming the treatment paradigm for pulmonary fibrosis and other serious, rare respiratory diseases. The company is advancing optimized inhaled formulations of established antifibrotic medicines. The Director, Corporate & Securities Counsel will lead the legal aspects of operating as a public company, including SEC reporting, securities compliance, and corporate governance. This senior role requires an experienced attorney who can operate independently, advise senior management and the Board, and build scalable systems and controls. The position reports directly to the General Counsel/Head of Business Development and offers significant exposure to executive leadership and the Board. As the second attorney at the company, this role is a senior individual contributor with broad responsibilities across legal functions, including commercial contracting, compliance, intellectual property, data privacy, employment matters, and business development. The individual will play a key role in shaping the Legal function's processes, systems, and outside counsel relationships as the company scales.

Requirements

J.D. and active bar admission in good standing
Approximately 6-8+ years of relevant experience, with substantial securities/capital markets or public company practice, at a top law firm and/or in-house at a publicly traded company
Deep, independent command of SEC reporting requirements, Section 16, proxy rules, and Nasdaq listing standards
Demonstrated experience advising senior management and Boards of Directors directly on governance and disclosure matters
General corporate/commercial contract drafting and negotiation experience
Experience managing outside counsel relationships and legal budgets
Excellent legal writing, drafting, and organizational skills, with strong executive presence and judgment
Comfortable operating as a senior individual contributor — owning a process end-to-end in a lean, fast-moving environment with limited support infrastructure and no direct reports
A builder's mindset — someone energized by creating systems and process, and ready to help define and grow the Legal function as Avalyn scales, across the full breadth of a public biotech's legal needs

Nice To Haves

Life sciences/biotech experience strongly preferred

Responsibilities

Lead the legal review of periodic reports (Forms 10-K, 10-Q, 8-K) for securities law compliance and disclosure adequacy.
Draft and review risk factors, legal proceedings disclosures, and other legally-sensitive content.
Lead the annual proxy statement (DEF 14A) and annual meeting process.
Own legal compliance for Section 16, including review and filing of Forms 3, 4, and 5.
Administer the insider trading policy, including pre-clearance procedures, blackout periods, and 10b5-1 trading plans.
Monitor and advise on Reg FD considerations.
Provide legal and securities law review of the equity incentive plan and its Form S-8 registration statement.
Own preparation for and support of board and committee meetings — materials, minutes, resolutions, and corporate records.
Advise senior management and the Board on Nasdaq listing standards and corporate governance best practices.
Build and refine governance policies, charters, and processes appropriate for a newly public company.
Lead the legal workstream for Form S-3 registration statements, prospectus supplements, and other Securities Act filings.
Serve as the primary internal legal lead for follow-on offerings, ATM programs, PIPE financings, and other capital-raising transactions.
Review financing-related disclosures, investor communications, and offering materials for securities law compliance.
Serve as a senior, broad-based legal resource for the business, advising cross-functional teams on legal risk.
Support business development, commercial contracts, compliance, IP, data privacy, and ad hoc matters.
Serve as a key legal point of contact for Finance, IR, and the executive team on public company matters.
Identify gaps in process or controls as the company scales post-IPO and help build durable, repeatable systems.
Stay current on evolving SEC, Nasdaq, and broader securities law developments and flag implications for Avalyn.