Assistant General Counsel, Transactions

Red Cell Partners, LLC.; Washington (District of Columbia); Remote; USD 280,000 - 360,000; Full time

Benefits offered by this job

Health care for you and your family

Unlimited PTO with management approval

401K and equity incentives available

Maternity/Paternity leave

Professional development opportunities

Dental and vision coverage

Job summary

Red Cell Partners is seeking a mission-driven Assistant General Counsel: Transactions to lead financing and M&A efforts across its portfolio. This senior role reports to the General Counsel and runs deals from LOI through closing with autonomy, coordinating with outside counsel as needed.

You will work across healthcare, cyber, and national security, partnering with founders, boards, bankers and acquirers to drive strategic transactions and governance while maintaining rigorous risk posture.

Qualifications

• J.D. and currently licensed to practice in the U.S.
• 8+ years of legal experience with substantial M&A and venture financing
• Experience on sell-side M&A from LOI to closing and diligence management
• Experience with venture financings across stages (SAFEs, notes, priced rounds) and cap table governance
• Ability to maintain independent judgment under deal pressure and guide business decisions
• Team-oriented, high-energy and proactive in a fast-paced environment
• Preferred: venture-backed or high-growth startups; familiarity with CFIUS/HSR/export control reviews; fund formation/secondaries/continuation vehicles; AI legal tech usage

Responsibilities

• Lead day-to-day deal work across portfolio companies
• Negotiate LOIs, purchase agreements and diligence with outside counsel
• Coordinate and manage diligence, closing processes and post-closing obligations
• Structure and negotiate venture financings (SAFEs, convertible notes, priced rounds) and governance arrangements
• Collaborate with founders, boards, bankers and acquirers to drive timely closings
• Set risk posture with General Counsel and provide autonomous execution across deals

Skills

M&A experience

Venture financing

Negotiation

Deal execution

Cross-functional collaboration

Education

J.D. licensed in US jurisdiction

Tools

AI legal tech

Job description

Remote; Washington, D.C. or Boston, MA preferred

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 .

Y ou’ll report to our General Counsel and run our transaction s day 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 ou’ll work across stages , on everything from SAFEs , convertible notes, and priced rounds at the e arly 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 w ho 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 obligation s

• 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 upscale , 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.

Voluntary Self-Identification

For government reporting purposes, we ask candidates to respond to the below self-identification survey.Completion of the form is entirely voluntary. Whatever your decision, it will not be considered in the hiringprocess or thereafter. Any information that you do provide will be recorded and maintained in aconfidential file.

As set forth in Red Cell Partners’s Equal Employment Opportunity policy,we do not discriminate on the basis of any protected group status under any applicable law.

If you believe you belong to any of the categories of protected veterans listed below, please indicate by making the appropriate selection.As a government contractor subject to the Vietnam Era Veterans Readjustment Assistance Act (VEVRAA), we request this information in order to measurethe effectiveness of the outreach and positive recruitment efforts we undertake pursuant to VEVRAA. Classification of protected categoriesis as follows:

A "disabled veteran" is one of the following: a veteran of the U.S. military, ground, naval or air service who is entitled to compensation (or who but for the receipt of military retired pay would be entitled to compensation) under laws administered by the Secretary of Veterans Affairs; or a person who was discharged or released from active duty because of a service-connected disability.

A "recently separated veteran" means any veteran during the three-year period beginning on the date of such veteran's discharge or release from active duty in the U.S. military, ground, naval, or air service.

An "active duty wartime or campaign badge veteran" means a veteran who served on active duty in the U.S. military, ground, naval or air service during a war, or in a campaign or expedition for which a campaign badge has been authorized under the laws administered by the Department of Defense.

An "Armed forces service medal veteran" means a veteran who, while serving on active duty in the U.S. military, ground, naval or air service, participated in a United States military operation for which an Armed Forces service medal was awarded pursuant to Executive Order 12985.