Associate Counsel, Corporate

Rain; Washington (District of Columbia); Hybrid; USD 180,000 - 280,000; Full time

Benefits offered by this job

Unlimited time off

Flexible working environment

Comprehensive benefits (health, dental

401(k) with company match

Job summary

Rain is seeking a corporate lawyer to lead the M&A and corporate development function. You will act as a strategic partner to leadership, managing acquisitions, investments, and related transactions from LOI to post-closing integration.

You will coordinate cross-functionally to address due diligence, structuring, and definitive agreements, while guiding corporate governance and international expansion efforts.

Qualifications

• 4 to 8 years of experience in corporate law with meaningful M&A transaction experience.
• Hands-on drafting and negotiation of acquisition agreements, investment documents, and related documents.
• Strong understanding of corporate governance, entity management, and Delaware corporate law.
• Ability to manage multiple workstreams and deadlines in a fast-paced environment.
• Clear, confident communication skills to translate legal concepts for business stakeholders.
• Hands-on drafting skills for contract and transaction drafting in-house.
• JD and admission to at least one U.S. state bar.

Responsibilities

• Lead M&A execution: manage all legal aspects of acquisitions, divestitures, and investments from LOI through closing and post-closing integration.
• Draft and negotiate transaction documents (purchase agreements, merger agreements, ancillary documents, IP assignments, warrants, etc.).
• Coordinate due diligence with Finance, Compliance, Risk, Product, and Engineering to assess risks and protections.
• Advise on corporate structure and expansion, supporting international expansion with local counsel.
• Support regulatory approvals in M&A, including change-of-control filings with state regulators and foreign authorities.
• Collaborate with licensing, compliance, and regulatory teams to align transactions with regulatory obligations.
• Handle intercompany agreements and general corporate matters as needed.

Skills

M&A experience

Drafting contracts

Corporate governance

Communication

Project management

US bar admission

Education

JD

Job description

About the Company

Rain makes the next generation of payments possible across the globe. We're a lean and mighty team of passionate builders and veteran founders. Our infrastructure makes stablecoins usable in the real-world by powering card transactions, cross-border payments, B2B purchases, remittances, and more. We partner with fintechs, neobanks, and institutions to help them launch solutions that are global, inclusive, and efficient. You will have the opportunity to deliver massive impact at a hypergrowth company that is funded by some of the top investors in fintech, crypto, and SaaS, including Sapphire Ventures, Norwest, Galaxy Ventures, Lightspeed, Khosla, and several more. If you're curious, bold, and excited to help shape a borderless financial future, we'd love to talk.

Our Ethos

We believe in an open and flat structure. You will be able to grow into the role that most aligns with your goals. Our team members at all levels have the freedom to explore ideas and impact the roadmap and vision of our company.

About the Team

You'll join Rain's lean legal team and take a leading role in our M&A and corporate development efforts as we scale globally. You'll operate as a strategic partner to Rain's leadership - identifying, structuring, negotiating, and closing acquisitions, investments, and other strategic transactions - while also supporting the broader corporate legal function across a fast-moving, heavily regulated fintech platform.

What you'll do

• Lead M&A execution: manage all legal aspects of acquisitions, divestitures, and strategic investments from LOI through closing and post-closing integration, including due diligence coordination, deal structuring, and negotiation of definitive agreements.
• Draft and negotiate transaction documents: purchase agreements, merger agreements, and ancillary documents (escrow agreements, transition services agreements, employment and consulting agreements, IP assignments), plus board and stockholder consents.
• Coordinate due diligence: partner cross-functionally with Finance, Compliance, Risk, Product, and Engineering to identify and assess deal risks and structure appropriate protections.
• Advise on corporate structure and expansion: support entity formation and structuring for international expansion, working with local counsel as Rain enters new markets.
• Support regulatory approvals in M&A, including change-of-control filings with state regulators (e.g., money transmitter license transfers) or foreign financial authorities (e.g., EMI, VASP, or payment institution license approvals).
• Support general corporate matters, including drafting and negotiating intercompany agreements, advising on corporate structuring, and handling other corporate legal needs as they arise.
• Collaborate across the legal team: partner with colleagues focused on licensing, compliance, and regulatory matters to align corporate transactions with Rain's regulatory obligations and licensing requirements.

You are likely to succeed if you have:

• 4 to 8 years of experience in corporate law, with meaningful M&A transaction experience (law firm, in‑house, or a combination).
• Hands‑on experience drafting and negotiating acquisition agreements, investment documents, and related ancillary agreements.
• Strong understanding of corporate governance, entity management, and Delaware corporate law.
• The ability to manage multiple workstreams and competing deadlines in a fast-paced environment.
• Clear, confident communication skills, with the ability to translate complex legal concepts for business stakeholders.
• Strong hands‑on drafting skills, with the ability to handle a meaningful share of contract and transaction drafting in-house.
• A JD and admission to at least one U.S. state bar.

Bonus attributes:

• Ability to support corporate governance: maintain corporate records and entity management across Rain's global subsidiary structure.
• Ability to negotiate commercial contracts.
• Experience at a fintech, payments, crypto, or digital assets company.
• Familiarity with cross‑border M&A or international entity structuring.
• Background in venture capital transactions (SAFEs, convertible notes, priced rounds).
• Experience working on inter‑company agreements and corporate structuring.
• SEC reporting or compliance experience.

Things that enable a fulfilling, healthy and happy experience at Rain:

• Unlimited time off. Unlimited vacation can be daunting, so we require Rainmakers to take 10 days minimum for themselves.
• Flexible working. We support a flexible workplace, if you feel comfortable at home please work from home. If you'd like to work with others in an office feel free to come in. We want everyone to be able to work in the environment in which they are their most confident and productive selves. New Rainmakers will have a stipend to create a comfortable atmosphere at home.
• Easy to access benefits. For US Rainmakers, we offer comprehensive health, dental and vision plans for you and your dependents, as well as a 100% company subsidized life insurance plan.
• Retirement goals. Plan for the future with confidence. We offer a 401(k) with a 4% company match.
• Equity plan. We offer every Rainmaker an equity option plan so we can all benefit from our success.
• Health and Wellness. High performance begins from within. Rainmakers receive a monthly stipend to be used for eligible health and wellness spending like gym memberships/fitness classes, massages, acupuncture - whatever recharges you!
• Team summits. Summits play an important role at Rain! Time spent together helps us get to know each other, strengthen our relationships, and build a common destiny. Expect team and company offsites both domestically and internationally.