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Years of Experience
Corporate Paralegal The candidate performs general corporate work, including entity formations of various types (including both for-profit and non-profit corporations, LLCs, LLPs, PCs, LPs, GPs, and Trusts) in any US jurisdiction; obtains Employer Identification Numbers (EINs) from the IRS for these entities; prepares governing documents (Bylaws, Operating Agreements, Partnership Agreements) and amendments; qualification of those entities in foreign jurisdictions; adoption of stock option plans and preparation of stock option grant agreements thereunder; entity dissolution including foreign jurisdiction withdrawals, tax clearances, and dissolution in domestic jurisdiction. Prepares board resolutions, unanimous written consents, and board meeting minutes for routine corporate actions (e.g.: appointment of new or replacement officers or directors, amendments to certificates of incorporation or bylaws, and adoption of routine agreements). Handles stock issuances and transfers, including preparation and issuance of stock certificates, and maintaining stock transfer ledgers. Creates and maintain capitalization, stock option plan records, and corporate minute books. Assists with major corporate transactions, including mergers and acquisitions, reorganizations, capital markets transactions, and private equity / venture capital investments. Assists with due diligence efforts related to those transactions, including document retrieval and good standing certificate requests from Secretary of State Offices in any US jurisdiction. Prepares certificates of merger acceptable for filing in any US jurisdiction related to those transactions. Maintains closing files for major corporate transactions including compiling closing sets, distribution of signature pages, and general assistance with transaction closings. Prepares and advises on routine annual filings required to maintain good standing status in any U.S. jurisdiction. Orders, reviews and analyzes UCC, lien and judgment searches; prepares UCC-1s and UCC-3s for any US jurisdiction. Maintains confidentiality of client information, including potentially material non-public information regarding publicly traded company clients. Assists in the maintenance of practice group document libraries. Performs basic legal and factual corporate research. Assists at transaction closings, due diligence document reviews, and client meetings as requested. Must have a college degree and 2+ years of increasingly responsible and directly related corporate experience, preferably in a major law firm environment. Basic knowledge of the SEC EDGAR database and proficiency with MS Office is required. Must have strong communication skills, be well organized, and be able to prioritize work with changing deadlines. Research and records management skills are a plus. Deadline: February 23, 2018.
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