Associate Counsel - Corporate

About the Company

Rain is the global stablecoin payments platform for enterprises, neobanks, platforms, developers, and AI agents. Our technology allows partners to move, store, and use stablecoins instantly and compliantly through global payment cards, rewards, on/offramps, wallets, and cross-border rails. As both a Visa and Mastercard Principal Member, Rain issues cards that work at more than 175 million merchant locations in over 220 countries and territories. Built natively for stablecoins and trusted by more than 100 organizations worldwide, Rain delivers secure, scalable infrastructure that makes money move freely and instantly around the world.

You will have the opportunity to deliver massive impact at a hypergrowth company backed by some of the top investors in fintech, crypto, and SaaS. In January 2026, we closed a $250M Series C led by ICONIQ, valuing Rain at $1.95B, with Sapphire Ventures, Dragonfly, Bessemer Venture Partners, Galaxy Ventures, FirstMark, Lightspeed, Norwest, and Endeavor Catalyst also participating. If you're curious, bold, and excited to help shape a borderless financial future, we'd love to talk.

Our Ethos

We believe in an open and flat structure. You will be able to grow into the role that most aligns with your goals. Our team members at all levels have the freedom to explore ideas and impact the roadmap and vision of our company.

About the Team

You'll join Rain's lean legal team and take a leading role in our M&A and corporate development efforts as we scale globally. You'll operate as a strategic partner to Rain's leadership — identifying, structuring, negotiating, and closing acquisitions, investments, and other strategic transactions — while also supporting the broader corporate legal function across a fast-moving, heavily regulated fintech platform.

What you'll do

• 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.

You are likely to succeed if you have:

• 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.

Bonus attributes:

• 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.
  

Things that enable a fulfilling, healthy and happy experience at Rain:

Unlimited time off 🌴 Unlimited vacation can be daunting, so we require Rainmakers to take 10 days minimum for themselves.

Flexible working ☕ We support a flexible workplace – work from home, come into an office, or both. We want everyone to work in an environment where they're their most confident and productive selves. New Rainmakers receive a stipend to set up a comfortable home workspace.

Easy to access benefits 🧠 For US Rainmakers, we cover 95% of your health, dental, and vision plan costs and 90% for your dependents, plus a 100% company-subsidized life insurance plan.

Retirement goals💡 Plan for the future with confidence. We offer a 401(k) with a 4% company match.

Equity plan 📦 Every Rainmaker gets an equity option plan so we all benefit from our success.

Health and Wellness 📚 High performance begins from within. Rainmakers receive a monthly stipend to be used for eligible health and wellness spending like gym memberships/fitness classes, massages, acupuncture - whatever recharges you!

In-office meals 🍜 Rainmakers working from the office enjoy lunch and dinner on us, covered with a DoorDash credit.

Team summits ✨ Summits play an important role at Rain. Time together helps us build relationships and a common destiny. Expect team and company offsites, both domestic and international.