Counsel, General Corporate and M&A

Humana • Nashville, TN

1d • $138,900 - $191,000 • 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, including: 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. You will also have the opportunity to gain exposure to general corporate and governance matters, including: 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.

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.

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
• 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
• Education Level: Ph.D. or professional degree