Corporate Counsel

Two legacies of caring.

One ministry of change.

CommonSpirit was created by the alignment of Catholic Health Initiatives and Dignity Health as a single ministry in early 2019. More than 150,000 physicians, nurses, caregivers, and other staff are employed by CommonSpirit Our hospitals and care centers cover 21 states. CommonSpirit has the size and ability to scale best-in-class clinical service lines; recruit and retain top talent; standardize operations to improve quality and reduce the cost of care; and advocate more effectively for all people, especially those who are poor and vulnerable. For more information, please visit our website at www.commonspirithealth.org. You can also follow us on Twitter and Facebook.

POSITION SUMMARY

The Dignity Health Legal Department ( Legal Department ) is responsible for the provision of legal services to, and for the management of the legal affairs of, Dignity Health and Dignity Community Care and their hospitals, subsidiaries and affiliated businesses ( Dignity Health ). The Corporate Counsel/Client Service Leader Operations ( Corporate Counsel ):

• Serves as a member of the Legal Team;
• Is a team member and integral part of the Operations Group, the functional division of the Legal Department that primarily supports Dignity Healths Operations (defined below);
• Reports to and performs services under the direction and supervision of the Vice President and Associate General Counsel Operations ( AGC-Operations ) or his/her delegate; and
• Provides quality legal services and effective legal counsel in support of Dignity Healths hospital, ambulatory, health care, physician and other business operations ( Operations ) described in this Position Description in a manner consistent with Dignity Healths Mission and Core Values.

In addition, the Corporate Counsel serves as the Client Service Leader ( CSL ) for designated Dignity Health hospitals. As CSL for the Service Area, the Corporate Counsel CSL will work with Senior Management on hospital and Service Area-wide initiatives. The Corporate Counsel CSL will work collaboratively with other Corporate Counsel CSLs.

KEY RESPONSIBILITIES & ACCOUNTABILITIES

The Corporate Counsel will have the following key duties, responsibilities and accountabilities:

• To perform legal services for, represent and support Dignity Health with regard to Operations under the direction and supervision of the AGC-Operations, including, without limitation, matters related to hospital/health care operations; physician contracting; medical staff and peer review; patient and clinical care; patient consents; business and non-physician contracting; corporate, commercial, physician and business transactions (including the purchase, sale, lease and/or other transactions involving hospitals, ancillary or ambulatory health services, major equipment, physician organizations or medical groups, and health care operations); loans and financing transactions; the formation, operations and dissolution of joint ventures and other business organizations; legal/regulatory and compliance; licensure, certification and accreditation; health care privacy/security; clinical research; and internal investigations.

• To act as a legal counselor/advisor and business partner for Dignity Healths Service Area Presidents/Senior Vice Presidents-Operations, Hospital Presidents and other members of the Hospitals senior management teams, with a particular focus on the role as CSL for the assigned Service Area(s) and hospitals, and for senior management of Dignity Healths corporate functions, on operational, business, strategic and legal matters relevant to Operations.

• To develop and/or enhance the Corporate Counsels expertise, and for the Corporate Counsel to be or become a subject matter expert, in specific legal, legislative, regulatory or health care topics, issues or arrangements relevant to Operations or the other corporate functional areas supported by the Legal Department. In this regard, the Corporate Counsel will participate as a member of one or more Centers of Excellence or Service Centers maintained by the Legal Department based on his/her subject matter expertise.

• To oversee and manage litigation, administrative proceedings and other regulatory (including licensure and certification) proceedings or matters arising out of or related to Operations as requested or assigned from time to time, including the management of outside counsel engaged to represent Dignity Health in the litigation or proceeding.

• To oversee, manage and work collaboratively on matters assigned to outside counsel engaged to represent or assist Dignity Health, including review, direction and supervision of outside counsels legal work.

• To participate on projects or matters related to the management and administration of the Legal Department as requested from time to time by the General Counsel ( GC ), the AGC-Operations, and/or other leaders.

• To supervise, direct, manage and work collaboratively with the paralegals, executive coordinators, and other non-attorney staff assigned to work regularly or on specific projects with the Corporate Counsel consistent with Dignity Healths Core Values.

• To travel throughout Dignity Health as required to perform the duties and responsibilities of the Corporate Counsel described in this Position Description.

• To personally develop and/or satisfy the Corporate Counsel Legal Competencies accompanying this Position Description.

• To support the Legal Department proactively, both internally within the Legal Department and externally throughout Dignity Health, in the course and scope of the performance of the Corporate Counsels duties and responsibilities.

• To communicate frequently with the AGC-Operations on matters critical to the Corporate Counsels duties and responsibilities, the Legal Department and Dignity Health generally.

• To maintain excellent relationships, work collaboratively and engage in regular communication with the GC, other AGCs, the Legal Departments other attorneys, paralegals, executive coordinators and other non-attorney staff.

• To (i) manifest a commitment to Dignity Healths Mission and Core Values, (ii) act and demonstrate behavior consistent with the Dignity Healths Core Values in fulfilling the duties and responsibilities described in this Position Description, and (iii) contribute to a positive working environment in the Legal Department for all employees.

REQUIRED QUALIFICATIONS

• A Juris Doctor or equivalent degree from a law school accredited by the American Bar Association.
• Admission to the State Bar of California (or eligibility under the Registered In-House Counsel provisions of the State Bar of California), and professional licensure in good standing without any instances of suspension, revocation, censure or other adverse events in any jurisdiction.
• Excellence in academic achievement.
• A minimum of three (3) years of legal or legal-related work experience either with a law firm and/or in-house legal department involving the performance of legal services for hospitals, health systems, providers, health care delivery organizations, and/or integrated delivery systems.

• Demonstrated excellent working knowledge and primary focus of prior work experience in the following substantive legal areas affecting Operations (including applicable federal, state and local laws, rules and regulations): hospital and health care operations generally; fraud and abuse, anti-kickback and physician self-referral (Stark law); hospital licensure, certification, accreditation and conditions of participation; legal compliance; reimbursement and payment for services; patient care, safety, consent and treatment; care management; medical staff and peer review; medical records; HIPAA, privacy and security; physician recruitment; hospital-physician contracts; and non-physician and business contracts.
• Good working knowledge of other substantive legal areas and issues related to Operations and health care generally, including health care business and corporate transactions, hospital/physician transactions, joint ventures, lending or financial transactions, and mergers, acquisitions and dispositions.
• Good working knowledge of the key operational and strategic issues and challenges currently affecting hospitals, health systems, providers, health care delivery organizations, and/or integrated delivery systems.
• Familiarity with or willingness to learn and understand the legal and operational issues unique to faith-based health care systems.
• Experience with navigating complex and dynamic corporate organizations.
• Demonstrated ability to identify legal risks, apply relevant law and organizational policies, and develop effective strategies for resolving or responding to the issues or risks.
• Excellent written and verbal communication skills, including the communication of complex legal and compliance concepts in a clear, concise and practical manner.
• Excellent contract drafting and negotiation skills.
• Demonstrated ability to multi-task, and to manage and turn-around significant and diverse work flow in an effective and timely manner.
• Demonstrated ability to work closely and maintain good working relationships with and relate well to highly driven, diverse executives and personalities in an attorney-client setting.
• Demonstrated ability to work in a dynamic and challenging law firm or in-house legal department environment, and under stressful conditions.
• Ability to work independently with minimal hands-on supervision, yet exhibiting good judgment in seeking guidance and direction from the GC, AGC-Operations, other AGCs, and other Corporate Counsel.
• A commitment to (i) the client experience and high quality legal services, (ii) transparency and accountability, and (iii) being a team player.

~LI-DH

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