Assistant General Counsel

Candidates in the DC Metro area will be considered for on-site work at our DC office.

About BlueForge Alliance (BFA):

Established in 2022, BlueForge Alliance operates with a culture and singular purpose to serve the men and women defending our nation with the best equipment, platforms, and systems. BFA accomplishes this by strengthening the U.S. defense industrial base. We are specifically focused on advancing and transitioning manufacturing technology; expanding the capacity of the supply chain; and growing and developing the manufacturing workforce.

Position Summary:

The Assistant General Counsel is a senior, enterprise-facing legal leader who serves as a connector, influencer, and trusted advisor across BFA and its affiliated entities. Reporting directly to the Chief Legal Officer, this role is deliberately positioned for high-level thinking, organizational impact, and strategy - not transactional throughput. The Assistant General Counsel translates complex legal, regulatory, and governance considerations into clear, actionable business direction for executive leadership and division leaders, and builds the connective tissue between Legal and the mission-delivery functions it supports. This is a generalist-with-depth position operating at the intersection of nonprofit/tax-exempt governance, government and defense contracting, and multi-entity corporate management. The successful candidate will exercise substantial independent judgment, anticipate risk before it materializes, and shape the frameworks, playbooks, and decision rights that allow the organization to move quickly and responsibly at scale. In addition to the following details, by being a BlueForger, you will be expected to uphold and exemplify our values of Belonging, Selfless Service, Integrity, Leadership, Respect, and Excellence. We uphold these values upon a backbone of humility driven by a culture of safety, vulnerability, and purpose.

Essential Duties and Responsibilities:

• Strategic Advisory & Enterprise Impact

o Serve as principal legal advisor and thought partner to division leaders, program executives, and functional heads on matters of enterprise significance, framing legal issues in terms of mission outcomes, risk appetite, and strategic tradeoffs.

o Act as second-in-command and delegate for the Chief Legal Officer, representing the Office of the CLO in executive forums and providing continuity of legal leadership in the CLO's absence.

o Identify emerging legal, regulatory, and reputational risks across the enterprise; develop forward-looking mitigation strategies and elevate matters of consequence to the CLO and executive leadership with recommended courses of action.

o Design and institutionalize scalable legal frameworks, templates, delegation-of-authority structures, and decision playbooks that increase organizational velocity while preserving compliance discipline.

o Partner with Finance, Contracts, Programs, HR, IT/Security, and Communications to embed legal considerations early in strategy formation.

• Nonprofit & Tax-Exempt Governance

o Advise on nonprofit corporate law, tax-exempt status maintenance, private benefit and private inurement, unrelated business income, lobbying and political activity limitations, conflicts of interest, and related-party transactions.

o Support the development, review, and refresh of governance policies, charters, bylaws, codes of conduct, and delegation-of-authority instruments across the affiliate structure.

o Advise on grant, cooperative agreement, sponsorship, membership, and philanthropic arrangements, including flow-down and compliance obligations.

• Corporate & Entity Management (Affiliate Structure)

o Manage the legal health of BFA's multi-entity structure, including entity formation, qualification, dissolution, intercompany agreements, cost-sharing and services arrangements, and maintenance of corporate separateness.

o Maintain corporate records, registered agent relationships, state registrations and annual filings, and entity governance calendars.

o Advise on structuring decisions for new affiliates, joint initiatives, and strategic partnerships.

• Defense Contracting & Trade Compliance

o Advise on FAR/DFARS, OTAs, subcontracts, teaming agreements, NDAs, data rights and intellectual property, organizational conflicts of interest (OCI), and Foreign Ownership, Control, or Influence (FOCI) matters.

o Advise with respect to defense-related trade compliance, including ITAR, EAR, OFAC sanctions, and import/export control processes.

o Support ethics and compliance program elements relevant to federal contractors, including mandatory disclosure analysis, gifts and gratuities, procurement integrity, and lobbying/registration obligations.

o Advise on cybersecurity, data protection, and information-handling obligations applicable to defense industrial base work.

• Assistant Corporate Secretary (Post-Training Designation)

o Administer Board and committee governance for subsidiary and affiliated entities, including meeting calendars, notices, agendas, board books, resolutions, consents, and minutes.

o Manage director and officer onboarding, annual conflict-of-interest disclosures, independence assessments, and D&O insurance coordination.

o Maintain the corporate minute books, entity records, and governance repositories; ensure timely execution and retention of governance documentation.

o Serve as a primary point of contact for directors on governance logistics and process, in coordination with the Corporate Secretary/CLO.

• Performs other related duties as assigned.

Supervisory Responsibilities:

• None.

Required Skills/Abilities:

• Excellent analytical, organizational, and problem-solving abilities.
• Working knowledge of fiscal and audit concerns relevant to a defense contractor.
• Ability to manage multiple projects simultaneously and meet deadlines.
• Proficient in contract lifecycle management, entity/governance management, and e-signature platforms, and the Microsoft Office Suite.
• Exceptional interpersonal and communication skills, with the ability to work effectively with cross-functional teams and stakeholders.
• Demonstrated ability to influence without authority and to build credibility and trust with executives, directors, program leaders, and government stakeholders.
• Sound business judgment and the ability to deliver clear, practical, risk-calibrated counsel under ambiguity and time pressure.
• Comfort operating as a strategic generalist across a broad and shifting subject-matter portfolio.
• Discretion and sound judgment in handling privileged, sensitive, and confidential information.
• Strong ethical standards and integrity.
• Detail-oriented, proactive, and adaptable to changing priorities.

Education, Certifications, and Experience:

• Juris Doctor (J.D.) from an ABA-accredited law school.
• Active license to practice law and membership in good standing in at least one U.S. state bar. Texas licensure strongly preferred (not essential); candidates licensed elsewhere must be eligible for Texas in-house counsel registration or equivalent authorization as required.
• Minimum of 12 years of progressively responsible legal experience, with a substantial portion in-house or in a comparable advisory capacity.
• Experience in the defense industry, government contracting, or with federal agencies/prime contractors is highly desirable.
• Demonstrated familiarity with nonprofit and tax-exempt organization governance (IRC § 501(c)(3)/(c)(6) or similar).
• Corporate and entity-management experience, including multi-entity, parent/subsidiary, or affiliate structures.
• Prior corporate secretary, assistant corporate secretary, or Board governance administration experience preferred; willingness to be trained into the Assistant Corporate Secretary designation is required.
• Certified Compliance & Ethics Professional (CCEP), Certified Federal Contracts Manager (CFCM), or governance-related certifications are preferred.

Physical Requirements:

• Prolonged periods of sitting at a desk and working on a computer.
• Ability to lift up to 20 pounds.

Travel Expectations:

• Expected travel: Minimal to None.
• Periodic travel to HQ or DC office for meetings may be required.

The anticipated salary range for this role is $149,760 - $187,200, based on factors such as experience, skills, required location, and available funding. This range reflects the base salary and does not include any possible bonuses or benefits. Actual compensation may vary and will be determined during the interview process and in accordance with applicable laws.

Note:

BlueForge Alliance provides equal employment opportunities for all employees and applicants for employment. The company prohibits discrimination and harassment based on any characteristic protected by federal, state and local laws.

BlueForge Alliance is a federal contractor, and many of the positions are security sensitive. As such, employment is contingent upon successfully passing required background and drug screens, including without limitation, criminal history check, education verification, credit history, and credential verification. This includes that you will be required to fully execute authorizing documents to allow the Company to conduct such background and other checks.

To conform to U.S. Government export regulations, applicant must be a (i) U.S. citizen or national, (ii) U.S. lawful, permanent resident (aka green card holder), (iii) Refugee under 8 U.S.C. § 1157, or (iv) Asylee under 8 U.S.C. § 1158 or be eligible to obtain the required authorizations from the U.S. Department of State.

The ability to perform essential job functions, with or without reasonable accommodation, is required. Reasonable accommodations will be provided to help enable qualified individuals with disabilities to perform the essential functions. The job description outlines key responsibilities, but the position may include additional duties.