Assistant General Counsel, Transactions

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 most challenging problems in healthcare, cyber, and national security. You’ll help make that possible through your role in the financings that fund those companies and the M&A processes that ultimately exit them.

You’ll report to our General Counsel and run our transactions 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. You’ll work across stages, on everything from SAFEs, convertible notes, and priced rounds at the early end, through full sale processes, carve-outs, and, over time, acquisitions on our side of the table. You’ll work directly with founders, boards, 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 believe in 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 latest technology to learn better and more effective ways of working.

We’re most excited about candidates who 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 obligations

• 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 escalate, 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 with strong performance as 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 …