Assistant General Counsel, Transactions

Red Cell Partners, LLC.; United States; Remote; USD 280,000 - 360,000; Full time

Benefits offered by this job

Health insurance

Unlimited PTO

Career advancement

Equity incentives

Mental health benefits

401K option

Job summary

Red Cell Partners, LLC. is seeking a mission-driven Assistant General Counsel: Transactions to lead financing and M&A activity across our portfolio.

This senior role requires running end-to-end deals in-house with outside counsel support, partnering with the General Counsel to set risk posture, and working closely with founders, boards, and investors. You'll handle a wide range of transactions—from SAFEs and convertible notes to priced rounds, carve-outs, and acquisitions—across healthcare,

Qualifications

• J.D. and active license in a U.S. jurisdiction.
• 8+ years of legal experience with substantial M&A and venture financing.
• Experience leading sell-side M&A from LOI to closing.
• Familiarity with SAFEs, convertible notes, and preferred rounds.
• Ability to run transactions independently with strong business judgment.
• Proactive, high-energy, team-oriented.

Responsibilities

• Lead day-to-day negotiations and execution of financing and M&A transactions across portfolio.
• Coordinate with founders, boards, bankers, and outside counsel.
• Scope, brief, and manage outside counsel on purchase agreements and related documents.
• Support strategic corporate development and risk posture with GC.

Skills

Mergers & Acquisitions

Venture financing

Deal execution

Negotiation

Independent judgment under pressure

Cross-functional collaboration

Team player

Corporate transactions

Education

J.D. from ABA-accredited school

Job description

About Us

Red Cell Partners is an incubation firm building and investing in rapidly scalable technology-led companies that are bringing revolutionary advancements to market in three distinct practice areas: healthcare, cyber, and national security. United by a shared sense of duty and deep belief in the power of innovation, Red Cell is developing powerful tools and solutions to address our Nation’s most pressing problems.

Red Cell is hiring a mission-driven Assistant General Counsel:Transactions to serve as the day-to-day internal lead for financing and M&A transactions across our portfolio. This is a senior role for a corporate lawyer who has run deals end to end and wants to do it across a portfolio of incubated companies, alongside outside law firm support.At Red Cell, we build and invest in companies tackling some of the mostchallengingproblems in healthcare, cyber, and national security.You’ll help make that possiblethrough your role in the financings that fund those companies and the M&A processes that ultimately exit them.

You’ll report to our General Counseland run our transaction sday to day, with real autonomy on execution, and partner with the General Counsel to set risk posture.You might negotiate an LOI on a sell-side process one day, scope and brief outside counsel on the purchase agreement the next, and help close a Series A the week after.Y’ll work across stages, on everything from SAFEs, convertible notes, and priced rounds at the e early end, through full sale processes, carve-outs, and, over time, acquisitions on our side of the table.You’ll work directly with founders, board s, bankers, and acquirers, and be the person the deal team relies on when the terms get hard.The companies you support are solving hard problems in healthcare, cyber, and national security, and the legal work here is a path to impact.

We work hard and believein what we’re building. And we take our work seriously, but not ourselves. We treat each other with respect (even when things get stressful—which they will!), and we have zero tolerance for arrogance or unkindness. Hard work, high standards, and good humor are the foundation of everything we do.You’ll also get access and exposure to the leading edge of AI:from our incubations creating new tools and functionality to our internal teams using the latesttechnologyto learn better and more effective ways of working.

We’re most excited about candidates who have led M&A and financing transactions at a strong firm corporate practice and then taken that experience in-house.

Qualifications

Required:

• 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, with a 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. You can run a process, know which calls are yours and which to escalat, and tell the business when the answer is no.
• Team-oriented, high-energy, and proactive. You are someone who gets things done and makes the work better for everyone around them.

Preferred:

• 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.

Compensation: $280,000-$360,000 base. This represents the typical salary range for this position based on experience, skills, and other factors.

Our Red Cell Partners Benefits (may differ for each incubation):

For full-time roles

• Career track opportunity with potential for rapid advancement withstrong performanceas the firm grows
• 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.

We’re an Equal Opportunity Employer: You’ll receive consideration for employment without regard to race, sex, color, religion, sexual orientation, gender identity, national origin, protected veteran status, or on the basis of disability.