Counsel, General Corporate and M&A

Humana • Louisville, KY

2d • Hybrid

About The Position

Humana's Law Department invites an experienced Counsel-level attorney to join our dynamic mergers and acquisitions team, supporting strategic transactions across our CenterWell and Insurance business segments. In this role, you will lead a wide variety of high-impact deals, including acquisitions. Reporting to the Director, Assistant General Counsel, you will independently manage smaller transactions with limited oversight, while also contributing to larger, complex deals as part of a highly experienced, collaborative team. You will provide end-to-end counseling to Corporate Development and other internal business leaders throughout the transaction lifecycle. You will also have the opportunity to gain exposure to general corporate and governance matters.

Requirements

• J.D. from an accredited law school and active license to practice law in applicable jurisdiction, or eligible for licensure through reciprocity.
• Minimum of 3 years of substantive mergers and acquisitions transactional experience, including experience drafting and negotiating acquisition agreements, with the ability to manage transactions from letter of intent through closing.
• Experience practicing mergers and acquisitions as an attorney at a law firm.
• High degree of initiative, sound judgment, and the ability to exercise discretion on sensitive matters.
• Proven ability to manage multiple workstreams simultaneously in a high-volume deal environment.
• Strong organizational skills and attention to detail, with the ability to drive processes forward independently.
• Excellent written and oral communication skills, including the ability to distill complex legal issues into clear, actionable advice for business leaders at all levels.
• Collaborative working style with a demonstrated ability to coordinate across multiple internal teams and external advisors.

Nice To Haves

• Familiarity with regulatory processes applicable to healthcare or other highly regulated industries (e.g., state regulatory approvals, antitrust filings, licensing).
• Public company securities law experience.

Responsibilities

• Drafting, negotiating, and interpreting non-disclosure agreements and letters of intent, and advising on deal structuring considerations.
• Leading legal due diligence processes, including coordinating with colleagues in Humana's regulatory, compliance, and other legal practice groups, and communicating findings, risks, and recommended solutions to senior leadership.
• Running deal processes on acquisitions, divestitures, and joint ventures, including drafting and negotiating principal transaction documents such as purchase agreements, joint venture agreements, and related ancillary documents.
• Coordinating with Humana's regulatory affairs team on state approvals, antitrust filings, provider licensing, and other regulatory requirements applicable to healthcare transactions.
• Advising on post-closing matters, including indemnification claims, purchase price adjustments, and ongoing contractual obligations arising from completed transactions.
• Supervising and managing outside counsel engaged on transactions, including scoping engagements, managing budgets, and ensuring quality and efficiency of work product.
• Assisting on legal and compliance matters relating to Humana's corporate governance, including governance of key strategic joint ventures and other investments.
• Supporting securities law matters and assisting with the Company's public filings on an as-needed basis.
• Providing counsel on the ongoing business relationships between Humana and its strategic partners, including joint venture governance, consent rights, and related commercial matters.
• Building and maintaining cross-functional relationships with key enterprise partners across treasury, finance, human resources, and other functional groups.

Benefits

• medical, dental and vision benefits
• 401(k) retirement savings plan
• time off (including paid time off, company and personal holidays, volunteer time off, paid parental and caregiver leave)
• short-term and long-term disability
• life insurance

What This Job Offers

• Job Type: Full-time
• Career Level: Senior