Assistant General Counsel, Transactions

The role

This person will serve as the internal lead for financing and M&A transactions across a portfolio of incubated companies. They will run transactions day to day, including negotiating LOIs, briefing outside counsel, and managing various stages of venture financing and sale processes.

What you will do

• Serve as the day-to-day internal lead for financing and M&A transactions across the portfolio
• Run transactions day to day with autonomy on execution
• Partner with the General Counsel to set risk posture
• Negotiate LOIs on sell-side processes
• Scope and brief outside counsel on purchase agreements
• Help close Series A financings
• Work on SAFEs, convertible notes, and priced rounds
• Manage full sale processes, carve-outs, and acquisitions
• Work directly with founders, boards, bankers, and acquirers

Required qualifications

• J.D. and currently licensed to practice and in good standing in your U.S. jurisdiction
• 8+ years of legal experience, including substantial M&A and venture financing work at a strong corporate practice and in-house
• Demonstrated track record of running transactions independently
• Meaningful experience on sell-side M&A — LOI through signing and closing, including diligence management, purchase agreement negotiation, and post-closing obligations
• Experience with venture financings across stages — SAFEs, convertible notes, and priced preferred rounds — and the cap table and governance mechanics that come with them
• Sound, independent judgment under deal pressure
• Team-oriented, high-energy, and proactive

Nice to have

• Experience supporting venture-backed or high-growth startups
• Familiarity with CFIUS, HSR, or export control reviews and how they affect deal timelines
• Experience with fund formation, secondaries, or continuation vehicles
• Experience using AI legal tech or other productivity tools

Benefits

• Career track opportunity with potential for rapid advancement
• 100% employer paid, comprehensive health care including medical, dental, and vision for you and your family
• Paid maternity and paternity for 14 weeks at employees' normal pay
• Unlimited PTO, with management approval
• Opportunities for professional development and continued learning
• Optional 401K, FSA, and equity incentives available
• Mental health benefits are available through Tara Mind
• Cost effective GLP-1 solutions available through Crux

Before you apply

• Application materials may be processed by Hiring Platforms to verify accuracy and authenticity
• Applications flagged for fraud or material misrepresentation may be declined

About the company

Red Cell Partners is an incubation firm building and investing in rapidly scalable technology-led companies in healthcare, cyber, and national security.