Assistant General Counsel

  • RAND Corporation
  • Santa Monica, CA, USA
  • Sep 01, 2022
Full time Legal

Job Description

Position Description

The RAND Corporation’s Office of the General Counsel (OGC) is seeking a highly motivated, professional attorney to join our team as the Assistant General Counsel, Corporate Governance & Compliance.  The Assistant General Counsel role reports directly to the Vice President, General Counsel, and Corporate Secretary.

The successful candidate will have:

  • Experience advising organizations regarding corporate governance and/or compliance – preferably in the context of a nonprofit organization that has a significant level of interaction with the United States federal government;

  • Passion for the legal subjects on which the attorney advises;

  • Desire and capacity to engage on new and unusual matters; and

  • A highly developed ability to work collaboratively and build consensus with a diverse group of highly engaged stakeholders.


We are a small, mission-focused department that supports the entire enterprise – everything we do is for the purpose of enabling RAND to deliver on its mission.  Our highly collaborative approach enables us to confidently provide thoughtful advice on OGC’s core functional areas, which include Legal Services, Corporate Governance, Ethics & Compliance, and Privacy.  While each of our team members have specialist skills, we are each also intellectually curious generalists who engage across the full range of issues and opportunities experienced by RAND.

The Role of the Assistant General Counsel

Primary responsibilities will include:

Corporate Governance & Tax 

  • Serve as the Assistant Corporate Secretary:

    • Interact with and advise members of our Board of Trustees;

    • Draft resolutions, interpret codes, analyze and apply bylaws.

  • Advise senior management through sound legal advice and creativity regarding corporate governance and tax issues, including:

    • Compliance with applicable non-profit tax requirements

    • Tax-exempt bond obligations

    • Charitable gifts made to the organization

Ethics & Compliance

  • Advise leadership and staff throughout the organization regarding:

    • Identifying and managing conflicts of Interest

    • Political activities and lobbying

    • Gifts, travel & honoraria;

  • Utilize ingenuity and innovation to identify opportunities for process improvements and, in collaboration with the Ethics and Compliance Officer and Ethics & Compliance Committee, design and implement high-quality, agile compliance processes;

General Legal Advice & Guidance

  • Proactively identify potential areas of vulnerability and risk with regard to corporate governance, ethics, and compliance;

  • Advise staff on compliance with applicable laws and regulations; and

  • Other special projects assigned by the General Counsel.

Additional responsibilities may also include:

  • Service as the organization’s Chief Privacy Officer and advisor to RAND’s Institutional Review Board (known as the “Human Subjects Protection Committee”)

  • Management of RAND’s Ethics & Compliance program under the direction of the Ethics & Compliance Officer;

  • Advising and training regarding international trade controls such as the Foreign Corrupt Practices Act (FCPA), sanctions regimes, and export regulations (primarily ITAR);

  • Leading investigations and cross-disciplinary team projects.



  • At least six (6) years of experience as a practicing attorney with substantive experience in the areas of Corporate Governance & Tax and/or Ethics & Compliance;

  • Detail-oriented, works well under pressure, and has an affinity for RAND’s Mission;

  • Proven problem-solver who takes ownership of assigned areas of responsibility;

  • Demonstrated ability to confidently provide sound judgment even in ambiguous situations;

  • Collaborative, collegial, and skilled at building consensus with diverse professional groups;

  • Drive for continuous improvement and interest in building systems and practices that enable agility throughout the organization;

  • Demonstrated desire to take on increasing levels of responsibility and confidence to engage in novel legal issues that may be outside prior experience; and

  • Ability to travel occasionally to other RAND offices (primarily in the U.S.).


  • Substantive experience advising non-profit organization(s) in the areas of Corporate Governance & Tax and/or Ethics & Compliance as outlined in the primary responsibilities;

  • Substantive experience in one or more of the additional responsibilities described above;

  • Demonstrated ability to effectively use and manage outside counsel and vendors; and

  • Experience working:

    • with or for a non-profit organization, particularly one with substantive interactions with the US Federal Government;

    • in the corporate governance department of a law firm, or

    • in a related role with a relevant government entity.

Education & Licensing

J.D. and licensed to practice law (in good standing).  Licensure in California is a plus.  If not licensed to practice law in the California, must qualify under the requirements for Registered In-House Counsel for the State of California. 

Security Clearance

The ability to obtain and maintain a U.S. Government Security Clearance and DHS Fitness is required for this position.  U.S. citizenship is required to obtain and maintain a U.S. Government Security Clearance.  An active U.S. Government Security Clearance is preferred.


This role will be based at RAND’s Santa Monica, CA (Los Angeles area) headquarters.  This position is eligible for RAND’s hybrid work environment, which enables a blend of on-site and remote work.  OGC attorneys have discretion in determining when to work remotely, however, given the nature of the role, some on-site presence will be required. 

Diversity at RAND

Diversity, equity, and inclusivity are essential operating principles at RAND. We are committed to maintaining a collegial environment that respects the contributions and dignity of all staff, where individual differences are recognized, appreciated, and responded to in ways that fully develop and utilize each person’s talents and strengths. This commitment is guided by an organization-wide framework for advancing diversity, equity, and inclusion, and paired with significant investments to sustain and center these principles in leadership, research, and community and stakeholder engagement, which includes a staff advisory council and employee resource groups. 

Equal Opportunity Employer: race/color/religion/sex/sexual orientation/gender identity/national origin/disability/vet