Ethics & Compliance Manager

This position is responsible for (1) managing and conducting the ethics & compliance pre-close due diligence and post-close integration processes for M&A deals (e.g., acquisitions, investments, divestitures) and (2) serving as the Ethics & Compliance business partner for LATAM (excluding Brazil). The Manager will partner with key internal resources (e.g., Business Development, Legal, Regulatory, business leaders in LATAM region) and will oversee the use of third parties (e.g., outside counsel, consultants, auditors), as needed, to conduct activities in support of a M&A deal or for LATAM compliance purposes.

Participates in special projects and assists with other compliance work as needed.
KEY RESPONSIBILITIES:

M&A:

- Manages and conducts the ethics & compliance due diligence for global acquisitions and investments. Areas to be covered in the due diligence vary depending on the nature of the proposed deal but topics may include data protection and privacy; exclusion/debarment; promotional marketing and claims; marketing campaigns using emails or texts; anti-kickback statutes; FCPA/anti-corruption and bribery; transparency reporting of payments and transfers of value to healthcare professionals or healthcare entities; telemedicine; government contracting.

- Prepares ethics & compliance due diligence written assessment with risk-ranked observations and proposed remediation plans (pre-and post-close) and will present such assessment to both internal and external stakeholders.

- Participates in regular internal team meetings for each deal as well as external meetings (e.g., underwriters, subject company)

- Oversees and manages the engagement of (e.g., draft engagement letter), budget for, and deliverables from third parties such as law firms, consultants, auditors.

- Facilitate implementation of pre- and post-closing actions to remediate issues identified during due diligence, including tracking remediation actions post-closing

- Prepares reports or presentations (e.g., Word, Excel, or PowerPoint) for various audiences including executive management.

- Reviews draft transactional agreements to advise Legal on contract provisions (e.g., indemnification, representations, warranties, covenants, and closing conditions)

- Provides timely notification of closed acquisitions and investments to other members of the Ethics & Compliance team (and any other appropriate internal teams as applicable) to facilitate the post-close implementation plans.

- Analyzes new regulatory and legal compliance requirements, as needed, and determines the impact on M&A deals

LATAM (excluding Brazil) Ethics & Compliance Business Partner:

- Manages, oversees, promotes and enhances the Ethics & Compliance program in the LATAM region (excluding Brazil) and helps ensure companies are operating in compliance with all relevant laws, regulations, and policies.

- Serves as a trusted advisor to our business operations and corporate functions in the region, and will be responsible for developing and implementing policies, guidelines, education and communication resources to promote compliance with legal and regulatory requirements, and leading Ethics & Compliance initiatives and projects in the LATAM region (excluding Brazil).

- Provides advice, support and guidance to LATAM operations (excluding Brazil) to manage risk and support compliance with all relevant laws, regulations, and policies, including appropriately responding to management and field/client questions and resolving issues, and promoting the company’s commitment to compliance and ethical values.

- Monitors, research, and analyzes new regulatory and legal compliance requirements, determines impact on Company, subsidiaries, and affiliates, prepares summaries and recommendations, and leads implementation of plan to meet applicable requirements.

- Identifies, recommends, plans, and assists with implementation of applicable local compliance measures and improvements as well a