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Paralegal - Corporate The candidate will draft documents for formation of new corporate entities incorporated in Delaware including initial Certificate of Incorporation, Bylaws, initial Board and stockholder consents, founders stock purchase agreements and forms of employee confidentiality agreements, consulting agreements, indemnification agreements and nondisclosure agreements. Will draft and prepare minutes, consents, stock certificates, stock transfer agreements, annual reports, state qualification applications, and other basic corporate documents. Maintain minute books, stock ledgers and corporate files. Research state corporate laws regarding foreign qualifications and Blue Sky compliance. Prepare capitalization tables using excel, CapMx, Shareworks and eShares. Stock plan administration responsibilities include working with client company personnel to set up systems for issuance of stock options and restricted stock awards, processing stock option exercises and restricted stock purchases and Rule 701 and Blue Sky compliance. Familiarity with transactions such as private placements of preferred equity, convertible notes, and mergers and acquisitions. Transactional responsibilities include due diligence production and/or review, assisting with data room setup, drafting of miscellaneous transaction documents, preparing closing checklists, preparing signature pages, tracking required signatures and approvals; filing charter amendments. Post-closing responsibilities include making necessary securities filings, preparing closing volumes and updating corporate records. Document support in corporate restructurings, conversions, re-incorporations and dissolutions. Maintain positive contact with clients and observe confidentiality of client matters.
The candidate should have Bachelor's degree with a cumulative GPA. Must have 10+ years of experience as a corporate securities paralegal working with emerging growth companies. Strong knowledge of California and Delaware corporate law, federal and state securities laws, option plan administration, venture capital financings, debt financings and private company M&A is required. Experience with public offerings and public company reporting/compliance helpful.
