Assistant General Counsel, Transactions

Red Cell Partners • Washington, DC

16h • $280,000 - $360,000

About The Position

Red Cell Partners 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 its portfolio of incubated companies. This senior role is for a corporate lawyer who has run deals end to end and wants to do so across a portfolio, working alongside outside law firm support.

The Assistant General Counsel will report to the General Counsel and run transactions day to day with autonomy over execution, partnering with the General Counsel to set risk posture. The work spans early-stage SAFEs, convertible notes, and priced rounds through full sale processes, carve-outs, and potential future acquisitions. The role involves working directly with founders, boards, bankers, and acquirers, and supporting companies operating in healthcare, cyber, and national security.

Requirements

• J.D. and current license to practice law in good standing in a U.S. jurisdiction.
• At least 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 independently running transactions.
• Meaningful sell-side M&A experience from LOI through signing and closing, including diligence management, purchase agreement negotiation, and post-closing obligations.
• Experience with venture financings across stages, including SAFEs, convertible notes, and priced preferred rounds, and related cap table and governance mechanics.
• Sound, independent judgment under deal pressure, including the ability to run a process, identify decisions to make or escalate, and communicate when the answer is no.
• Team-oriented, high-energy, and proactive approach.

Nice To Haves

• Experience supporting venture-backed or high-growth startups.
• Familiarity with CFIUS, HSR, or export control reviews and their effects on deal timelines.
• Experience with fund formation, secondaries, or continuation vehicles.
• Experience using AI legal technology or other productivity tools.

Responsibilities

• Lead financing and M&A transactions across Red Cell's portfolio of companies.
• Run transaction processes day to day, exercising autonomy over execution and partnering with the General Counsel on risk posture.
• Negotiate letters of intent in sell-side processes.
• Scope and brief outside counsel on purchase agreements.
• Support venture financings, including SAFEs, convertible notes, and priced rounds.
• Manage sell-side M&A from LOI through signing and closing, including diligence, purchase agreement negotiation, and post-closing obligations.
• Work directly with founders, boards, bankers, and acquirers.

Benefits

• Career-track opportunity with potential for rapid advancement based on strong performance as the firm grows.
• 100% employer-paid comprehensive medical, dental, and vision coverage for employees and their families.
• 14 weeks of paid maternity and paternity leave at normal pay.
• Unlimited PTO, with management approval.
• Professional development and continued learning opportunities.
• Optional 401(k), FSA, and equity incentives.
• Mental health benefits through Tara Mind.
• Cost-effective GLP-1 solutions through Crux.

What This Job Offers

• Job Type: Full-time
• Career Level: Senior
• Education Level: Ph.D. or professional degree