Counsel, General Corporate and M&A

Overview Become a part of our caring community. 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. If you are eager to make a meaningful contribution and gain exposure to the healthcare industry's most significant and complex transactions, we encourage you to apply and be part of Humana's innovative legal team. You will provide end-to-end counseling to Corporate Development and other internal business leaders throughout the transaction lifecycle, including: Transaction 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. General Corporate & Governance Responsibilities 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. Attributes & Skills 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. Required Qualifications 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. Preferred Qualifications 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. Additional Information Location: must reside in, or be willing to relocate to Louisville, KY, Nashville, TN, or Chicago, IL. Workstyle: Hybrid Office with expectation to be in office 3 days per week. Travel: Occasional travel required for deal negotiations, joint venture board meetings, closing dinners, and other in-person meetings. Equal Opportunity Employer It is the policy of Humana not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, national origin, age, marital status, genetic information, disability or protected veteran status. It is also the policy of Humana to take affirmative action, in compliance with Section 503 of the Rehabilitation Act and VEVRAA, to employ and to advance in employment individuals with disability or protected veteran status, and to base all employment decisions only on valid job requirements. This policy shall apply to all employment actions, including but not limited to recruitment, hiring, upgrading, promotion, transfer, demotion, layoff, recall, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship, at all levels of employment. Humana complies with all applicable federal civil rights laws and does not discriminate on the basis of race, color, national origin, age, disability, sex, sexual orientation, gender identity or religion. We also provide free language interpreter services. See our #J-18808-Ljbffr