Associate Counsel, Corporate

Responsibilities

• 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.

Requirements

• 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.

Nice-to-Haves

• 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.

Compensation and Benefits

• Unlimited time off (minimum 10 days required).
• Flexible working (remote or in-office options with home office stipend for new hires).
• Comprehensive health, dental, and vision plans; 100% company subsidized life insurance.
• 401(k) with 4% company match.
• Equity option plan.
• Monthly health and wellness stipend.
• Team and company offsites domestically and internationally.