Associate Attorney

One Prime Capital is a technology-focused growth equity firm investing in premier, late-stage private companies. Founded in 2017 and based in Palo Alto, CA, the firm partners with companies and their shareholders to provide flexible capital solutions across primary investments, secondary direct transactions, and structured equity. One Prime manages approx. $1 billion of institutional capital and focuses on enterprise software, AI, fintech, and data infrastructure.

One Prime Capital is seeking a highly motivated and commercially minded Attorney to join our team. This role is built for a person who can operate with precision in a dynamic investment environment—owning key legal work streams across complex secondary transactions ,
SPVs , and structured solutions , while also supporting business due diligence and broader firm legal needs.

You will be a core partner to the investing team—helping translate bespoke deal terms into executable documentation, proactively surfacing issues, managing risk, and driving deals from term sheet through close.

This role is based in Palo Alto, CA
.

• Support end-to-end legal execution of
  customized secondary transactions
  , including negotiated transfers of private company equity and other bespoke liquidity solutions.
• Types of transactions include secondary direct investments, LP secondaries, GP-led continuation vehicles, and structured equity solutions.
• Draft, review, and coordinate negotiation of transaction documentation (as applicable), including:
• purchase/sale and transfer agreements, assignment & assumption documents, and side letters
• company consent packages, ROFR/Co-sale compliance workflows, stock power/transfer mechanics
• multi-tiered ownership structures
• Maintain and drive
  closing checklists
  , manage timelines, and coordinate across internal stakeholders, counter parties, company counsel, and external counsel.
• Conduct and synthesize
  business and legal diligence
  for private company secondary investments, including:
• corporate structure and governance, cap table considerations, stockholder agreements and transfer restrictions
• investor rights, information rights, consents, litigation/regulatory red flags, and key contractual constraints
• Prepare clear internal issue-spotting notes and coordinate resolution paths with the deal team and outside counsel.
• Support diligence process management (data rooms, requests, document tracking, and work product organization).

• Operate as a day-to-day legal partner to the investing team, helping create repeatable processes with consistently high quality.
• Build and maintain internal
  templates, playbooks, and checklists
  for secondary/SPV/structured transactions.
• Leverage modern tools and structured workflows to increase speed, accuracy, and consistency in deal execution.

We are looking for someone who combines excellent legal fundamentals with real-world transactional instinct , and who takes pride in creating high-quality work.

• JD
  from and
  active bar membership
  in at least one U.S. jurisdiction
• 4+ years
  of experience in a law firm and/or in-house environment, with meaningful exposure to one or more of:
• Representing investors in corporate transactions (M&A, private company financings, secondaries)
• Venture capital or private equity funds and SPVs formation and management
• Structured finance and/or secured lending deals
• Private company transfer restrictions
• Tax knowledge on private securities transactions
• Demonstrated ability to analyze, create, and manage
  complex, highly structured transactions
  with excellent attention to detail
• Strong business judgment: ability to identify what matters, flag risk early, and propose solutions
• Excellent written and verbal communication skills; comfortable interfacing with senior investors, counter parties, and opposing counsel
• Highly organized, proactive, and calm under pressure—able to run multiple processes in parallel