Corporate Paralegal

This position is responsible for performing paralegal work supporting the firm’s Business & Tax Practice Group; must have ability to support multiple Corporate Attorney Teams focusing on Mergers and Acquisitions in all aspects of Deal work, General Corporate, and Debt Financing;

must be highly skilled in technology, detail-orientated, exercise sound judgment and possess strong administrative, organizational and interpersonal skills while prioritizing and managing multiple assignments.

Corporate M&A Transactional Duties

• Draft and File Certificates of Incorporation and Certificates of Formation in Delaware and other Jurisdictions
• Assists clients in preparing due diligence request lists and responding to due diligence requests in financing and M&A transactions;
• proficient in setting up and using different technology platforms (i.e. virtual data rooms) and other methods for responding to such requests;

maintains best practices for organizing, tracking and communicating due diligence responses

• Prepares and maintains closing checklists for private placement financings and M&A transactions
• Acts as primary interface with filing services for any corporate filings required to complete a financing or M&A transaction;

keeps all parties aware of filing deadlines

Assists in closing of private placements and M&A transactions, including drafting ancillary documents, preparing signature pages, updating investor schedules, tracking receipt of signatures, and compiling fully executed copies of documents and agreements

UCC Matters

• Identify Lien Search Jurisdiction and Order Lien Searches
• Review Lien Search results and prepare lien summaries
• Review and Draft UCC-1 and UCC-3 Financing Statements
• Identify and Distinguish all asset UCC Filings from equipment filings
• Organizational Documents and Good Standing Certificates
• Order Charters and Good Standing Certificates
• Prepare and Disseminate Good Standing Status issues to team
• Understand Differences in Long and Short Form Good Standings
• Determine actions necessary to restore Good Standing Status
• Obtain Bylaws / Operating Agreements
• Organize Charters; Bylaws / Operating Agreements and Good Standing Certificates in Firm Document Management System (NetDoc’s)
• Prepare Org. Charts showing ownership interests

Resolutions and Certificates

• Draft Resolutions, Opinion Support Certificates; Secretary Certificates and Closing Certificates
• Assist with Distribution of above
• Revise Resolutions, Secretary Certificates and Closing Certificates as necessary

Original Collateral

• Responsible for obtaining copies of Original Securities to be Pledged
• Prepare Stock Certificates to be Pledged
• Update Cap Tables and Ledgers as necessary
• Draft Stock / Unit Powers and / or Endorsements
• Responsible for ensuring Delivery of Original Certificates to Lenders Counsel

Signature Pages

• Obtain and Maintain Director and Officer lists for each loan party
• Prepare Signature Packets for Attorney Review
• Distribute Signature Packets for Execution
• Review and Organize Executed Signature Pages
• Prepare Signature Pages for DocuSign or similar electronic execution
• Closing Conditions
• Prepare and Review Closing Checklist and Conditions Precedent Section of Loan Agreements to determine deliverables
• Identify Loan Parties

Closing

• Order Bring Down Good Standing
• Compile Closing Deliverables (e.g., Secretary’s Certificates, Borrowing Notice, Officer / Closing Certificates, Perfection Certificates, and Solvency Certificates).
• Distribute Executed Signature Pages and Closing Deliverables to all Parties in Escrow

Post-Closing

• Add Executed Versions and Final Versions of Closing Documents to Firm Document Management System (NetDoc’s)
• Compile and Organize Delivery of Original executed Signature Pages and Closing Deliverable to relevant Parties
• Prepared Electronic Closing Sets
• Distribute Original Executed Resolutions to Corporate Minute Book Holders

Join us if you have :

• A strong background in providing corporate support to emerging companies, debt financing experience, and background in M&A transactions is required
• Bachelor’s degree and completion of paralegal program of study, or clear demonstration of equivalent knowledge and skill
• Advanced proficiency in the use of Microsoft Office applications (Word, Excel, and Outlook) for the creation and editing of documents, Proficiency in cap table management software, including Carta and Capshare, is not required, but candidate will be expected to become proficient in both quickly
• Proficiency in the use of electronic signature applications (g. DocuSign) and document retention databases (e.g. Google Docs, Dropbox and other proprietary virtual data rooms)
• Ability to quickly adapt to new technologies and methods of client communication as needed
• Ability to understand and follow work directions, make discretionary decisions, manage multiple priorities and respond to urgent requests with minimal supervision
• Excellent proactive communication and interpersonal skills, including the ability to maintain effective working relationships and communicate verbally and in writing, with clients, firm members, and other business contacts
• Exceptional client service skills, as well as the ability to handle stressful situations in a calm, composed manner
• Ability to pay close attention to detail and be highly organized and accurate
• Strong time and task management skills
• Ability to work effectively and juggle multiple tasks in a team-oriented service environment
30+ days ago