Chief Legal Officer

Overview

Chief Legal Officer Jobs in Austin, TX at mOrganic Holdings HyperLocal EcoSystems

Title: Chief Legal Officer

Company: mOrganic Holdings HyperLocal EcoSystems

Location: Austin, TX

Company Description

mOrganic™ Holdings, LLC operates at the vital intersection of capital markets and sustainability, dedicated to scaling BeeGenerative agribusiness practices. We empower long-term investors through our mOrganic Quad-Helix Agroforestry System—an impact investment vehicle that integrates superfoods, aquaponics, and timber to deliver meaningful ecological and financial returns. Our mission extends to the creation and commercialization of Regenerative Carbon Removal Units (RCRUs), positioning mOrganic as a pioneer in nature-based carbon sequestration with aspirations to scale to 1 million acres globally.

Role Description

mOrganic™ Holdings, LLC is seeking a polymathic and visionary Chief Legal Officer (CLO) to serve as the principal architect of our legal strategy and the steward of our corporate governance framework. This is not a traditional General Counsel role focused solely on risk mitigation—this is Legal Engineering at the intersection of venture capital, carbon markets, regenerative agriculture, blockchain innovation, and global expansion.

The CLO will provide strategic legal leadership across a complex ecosystem encompassing high-stakes venture financing (Seed through Series A+), international carbon credit markets, large-scale real estate development, cutting-edge Web3/blockchain integration, intellectual property protection, regulatory compliance (SEC/FINRA), and the full spectrum of employment and HR legal matters. This executive must possess both the entrepreneurial grit required for startup "Seed-to-Series A" growth and the institutional sophistication to navigate federal securities regulations, environmental law, and emerging digital asset frameworks.

A critical component of this role is the ability to navigate a complex multi-entity structure: maintaining legal oversight at the HoldCo/Parent level while ensuring each Special Purpose Company (SPC/Asset) operates within appropriate legal frameworks and compliance standards. This is a high-profile role requiring deep technical legal expertise, exceptional business judgment, strategic foresight, and the ability to translate complex legal concepts into actionable business strategy for the Board, investors, executives, and operational teams.

The CLO will be responsible for building the legal foundation and infrastructure necessary to support mOrganic's ambitious growth trajectory, including preparing the company for institutional capital raises, potential public market access, international expansion, and pioneering legal frameworks for emerging carbon and blockchain markets.

Key Responsibilities

I. Capital Markets & Investment Architecture

• Financing Leadership: Draft, negotiate, and execute all investment instruments including SAFE Notes, Subscription Agreements, Series A/B/C Stock rounds, Senior Secured Convertible Notes, and other equity and debt financing vehicles. Responsibilities include:
• Structuring term sheets and definitive investment agreements that balance investor protections with founder/company flexibility.
• Negotiating complex provisions including liquidation preferences, anti-dilution protections, board composition, voting rights, and drag-along/tag-along rights.
• Managing all aspects of securities compliance for private placements under Regulation D (Rule 506(b)/506(c)), Regulation CF, or Regulation A+.
• Debt Instruments & Credit Facilities: Structure and manage complex debt instruments including senior secured notes, mezzanine financing, credit facilities, and inter-creditor agreements. Negotiate lending covenants, security interests, and subordination agreements.
• Cap Table Management & Equity Administration: Oversee equity issuance, option pool creation and administration, warrant issuances, and capitalization table hygiene. Ensure accurate record-keeping of all equity transactions and compliance with securities record-keeping requirements.
• Investment Documentation: Prepare and maintain all corporate governance documents, stockholder agreements, voting agreements, rights of first refusal and co-sale agreements (ROFR/ROCR), and investor rights agreements.
• Due Diligence Management: Lead legal due diligence processes for financing rounds, ensuring comprehensive preparation of data rooms, disclosure schedules, and representations and warranties.

II. Carbon Markets & Environmental Law

• Carbon Asset Legal Framework: Lead the development and implementation of legal frameworks for the creation, verification, registration, and sale of Regenerative Carbon Removal Units (RCRUs). Responsibilities include:
• Drafting and negotiating "Soil-to-Asset" contracts that establish legal ownership, permanence requirements, and additionality standards for carbon removals in terrestrial biosphere systems.
• Ensuring compliance with Verra (VM0042), Gold Standard, Climate Action Reserve, and other voluntary carbon market standards and certification bodies.
• Structuring carbon credit sale agreements, forward purchase agreements, and offtake contracts with corporate buyers and carbon credit aggregators.
• Carbon Market Compliance: Navigate the evolving regulatory landscape for carbon markets including potential EPA regulations, CFTC jurisdiction over carbon derivatives, and state-level carbon trading programs (e.g., California Cap-and-Trade).

III. Emerging Technology: Blockchain, Crypto & NFTs

• Digital Asset Strategy: Provide comprehensive legal guidance on the tokenization of carbon units (RCRUs) and other assets on distributed ledger technologies including Hedera Hashgraph, Ethereum, or other blockchain platforms. Responsibilities include:
• Conducting Howey Test analysis to determine whether proposed tokens constitute "investment contracts" subject to securities regulation.
• Structuring utility tokens, commodity tokens, or security tokens in compliance with applicable federal and state laws.
• Navigating FinCEN BSA/AML requirements, state money transmitter licensing, and OFAC sanctions compliance for digital asset operations.
• NFT Legal Framework: Design legal frameworks for utility-based NFTs that provide access to products, experiences, or carbon credits while avoiding inadvertent securities registration triggers. Draft terms of service, smart contract parameters, and purchaser agreements.
• Smart Contract Governance: Oversee the legal architecture of smart contracts, including drafting legal wrappers, establishing dispute resolution mechanisms, and ensuring enforceability of automated contract execution.

IV. Intellectual Property (IP) & Brand Protection

• IP Portfolio Development: Design and execute a comprehensive global intellectual property strategy creating an IP "moat" that protects mOrganic's competitive advantages. Responsibilities include:
• Patents: Identify, file, and prosecute patent applications for agricultural technologies, carbon sequestration methodologies, agroforestry systems, and proprietary farming techniques. Manage patent portfolio globally.
• Trademarks: Develop and protect trademark portfolio including mOrganic™, mOrLove™, Ola Pono Estate, and all product and service brands. Register trademarks in key jurisdictions globally and enforce against infringement.
• Copyrights: Protect copyrightable works including marketing materials, educational content, software code, research publications, and creative works.
• Trade Secrets: Implement robust trade secret protection programs including identification of confidential information, access controls, and employee/contractor obligations.

V. Real Estate & Land Use

• Land Acquisition & Development: Manage all legal aspects of real estate transactions and expansion sites globally. Responsibilities include:
• Negotiating and drafting purchase and sale agreements, long-term ground leases, and land option agreements.
• Conducting comprehensive due diligence including title examination, survey review, environmental Phase I/II assessments, and zoning compliance analysis.
• Land Use & Zoning: Secure necessary land use entitlements, special use permits, conditional use permits, and zoning variances for agricultural operations, processing facilities, and agritourism activities. Navigate local planning commission and county/municipal approval processes.
• Water Rights: Negotiate and protect water rights, riparian rights, and surface/groundwater allocations critical to agricultural operations. Manage compliance with state water law and allocation systems.

VI. Legal Team Leadership & Operations

• Team Building: Build and lead a high-performing legal function. Recruit, develop, and retain attorneys, paralegals, and legal operations staff as the company scales. Initially may operate as solo GC with support from outside counsel, scaling to full legal department.
• Outside Counsel Management: Develop and manage relationships with external law firms across practice areas including corporate/securities, IP, real estate, tax, employment, and litigation. Negotiate fee arrangements and manage legal spend.
• Legal Operations: Implement legal technology platforms for contract management, matter management, e-signature, and legal spend analytics. Develop playbooks, templates, and standardized processes to increase efficiency.
• Legal Budget Management: Develop and manage annual legal budget including outside counsel fees, filing fees, IP prosecution costs, and litigation reserves.
• Cross-Functional Partnership: Serve as strategic business partner to CEO, CFO, CIO, COO, and other executive leaders. Provide proactive legal counsel that enables business objectives while managing risk appropriately.