General Counsel

Description

At Good Carbon Co., we're redefining what it means to build and manage housing. As a vertically integrated real estate company, we focus on creating sustainable, energy-efficient, and affordable multifamily communities throughout Western New York. From concept to completion, we're a team of innovators, builders, and changemakers-committed to doing work that’s not only smart, but good.

This is a unique opportunity to build and lead the legal function of a growing company, with direct access to senior leadership and a broad role spanning real estate, clean energy, construction, finance, tax-credit transactions, and housing operations. The General Counsel will have meaningful influence on how Good Carbon grows, manages risk, and builds the infrastructure for its next stage of growth.

• Advise the CEO, executive team, and business leaders on significant legal, commercial, governance, compliance, and reputational matters.
• Evaluate legal risk in the context of business objectives, financial exposure, timing, and operational practicality; present clear options and recommended courses of action.
• Participate in strategic planning, significant project reviews, financing and capital-raising discussions, and other leadership decisions where legal considerations are material.
• Create an enterprise legal-risk framework that identifies material exposures, assigns ownership, establishes escalation thresholds, and tracks mitigation efforts.
• Provide candid and independent advice, including challenging proposed actions when legal or business risk is not adequately understood or managed.
• Monitor significant legal and regulatory developments affecting the company and communicate relevant changes to leadership and business teams.

• Draft, review, and negotiate EPC agreements, construction contracts, subcontracts, development services agreements, professional services agreements, procurement and vendor agreements, confidentiality agreements, and settlement documents.
• Advise project and operational teams on scope, change orders, milestones, payment rights, retainage, warranties, performance standards, delay, default, termination, and dispute-resolution provisions.
• Evaluate and negotiate insurance, indemnification, limitation-of-liability, action-over, lien, waiver, and other risk-transfer provisions in coordination with project teams, lenders, brokers, insurers, and counter parties.
• Develop and maintain standard agreements, fallback positions, clause libraries, approval matrices, and contracting playbooks.
• Implement an efficient contract-review process that identifies accountable business owners, required approvals, accepted deviations, and continuing obligations.
• Support contract administration and enforcement, including performance issues, payment disputes, defaults, cure rights, and negotiated resolutions.

• Oversee the formation, qualification, maintenance, restructuring, name changes, and dissolution of legal entities.
• Prepare and maintain operating agreements, board and member resolutions, written consents, unit-transfer documents, ownership records, and other governance materials.
• Advise directors, officers, managers, and members on authority, fiduciary obligations, approval requirements, conflicts, and governance procedures.
• Maintain a complete and reliable entity-management system covering ownership, managers, officers, tax identifiers, registered agents, annual filings, publication requirements, and good-standing status.
• Support corporate reorganizations, acquisitions, redemptions, investments, intercompany arrangements, and changes in management or ownership.

• Support corporate, project, and real estate financings, debt and equity capital raises, funding advances, investments, acquisitions, dispositions, and other strategic transactions.
• Review and negotiate loan documents, security agreements, guarantees, promissory notes, UCC filings, subordination arrangements, lien waivers, consents, and closing deliverables.
• Advise on securities-law considerations associated with private capital raising, including offering and disclosure materials, subscription documents, investor communications, applicable exemptions, and coordination with specialist securities counsel.
• Lead or support legal diligence, negotiation, closing, and post-closing…