Overview
POSITION / JOB TITLE
Paralegal
DEPARTMENT
Legal
DIRECT SUPERVISOR
VP, Deputy General Counsel & Corporate Secretary
TRAVEL
POSITION SUMMARY
Currently seeking a Corporate Paralegal to assist with corporate governance, compliance, litigation, records management, regulatory filings, potential financings and M&A activities. Reporting to the VP, Deputy General Counsel & Corporate Secretary, this position will support a small but highly effective and collegial corporate Legal Department.
Responsibilities
Board & Committee Matters : Assist in drafting and distribution of Board and Committee meeting agendas, calendars, and presentations.
Assist in preparing and posting corporate governance documents to Board communications portal, including : minutes, resolutions, briefing books for meetings, financial reports, and written consents for Board and / or Committee action.Coordinate directly with Officers and Directors regarding Board and Committee meetings schedules, access to (and use of) the Diligent Boards communications portal, and related matters.Subsidiary ManagementManage subsidiary entity formations, qualifications, compliance and dissolutions. Prepare and file organizational documents, amendments, registrations and foreign qualifications to do business, annual reports, and other corporate / entity documents as needed with appropriate secretary of state offices (and / or foreign equivalent). Coordinate filings with corporate service providers. Maintain subsidiary minute books, and prepare resolutions, written consents, officer & director resignations and state annual report filings for subsidiaries. Coordinate filings and payment of requisite corporate franchise fees with corporate service providers (e.g., Corporate Service Company domestically; TMF Group internationally; etc.).
Annual Meeting and Diligence MattersPrepare, distribute and track annual Director and Officer Questionnaires, Board and Committee self-evaluation assessments, and responses, etc.
Assist with preparation of materials for Annual Meeting of Stockholders, including meeting notice, script, management proxy, certificate of inspector of election, and related documents.Coordinate directly with proxy tabulator and independent inspector of elections (Computershare) and prepare and file Form 8-K with the SEC in order to report voting results.Public Company FilingsPrepare Annual and Interim Attestations and related compliance materials, as needed, and file with the New York Stock Exchange.
Report quarterly dividend declarations and other time-sensitive corporate actions as required by the NYSE.Prepare Section 16 reports of changes in beneficial ownership of Company stock on Forms 3, 4 & 5 and file with the SEC.Support the preparation and filing of multiple SEC documents including Form 10-K, Form 10-Q, Form 8-K and Proxy Statements.Coordinate directly with printer (RR Donnelley) on drafting and design of annual meeting proxy materials.Prepare initial drafts of required Form 8-Ks, and file with the SEC, using Workiva software.Assist with filing of other disclosure materials with appropriate governmental agencies.Support for Financings and Other TransactionsAssist with documentation, organization, and closing mechanics for periodic corporate financings and other strategic transactions.
Support M&A due diligence activity including creation and administration of virtual data room site(s).Corporate Records & Information ManagementMaintain and keep current corporate minute books and other records of the Company and approximately 65 domestic and foreign subsidiaries.
Organize / maintain digital minute books and other Board- and Committee-related files in Board communications portal.Maintain hardcopy and electronic files of Legal Department.Assist in preparing and implementation of Records Information Management Policy, working with Compliance Team to distribute policy, answer questions, and help with required training.Compliance MattersAssist with administration of Corporate Compliance training programs, including Annual Code of Conduct.
Work with Chief Compliance Officer and third-party vendor to select, develop and implement annual Code of Conduct training.Assist with implementation, working with Human Resources managers, answering technical questions, and sending reminders until all employees have completed the training & certification process.Assist with compliance-related tasks, e.g., tracking training completions, participating in compliance investigations as a note taker, etc.File quarterly Centralized Ownership & Control File (COCF) to maintain compliance with mining permit requirements for good standing status to do business in West Virginia.Assist with required Federal Energy Regulatory Commission filings, as needed (e.g., FERC Form 561).Submit litigation settlement payments, pursuant to settlement agreements, with the guidance of the Associate General Counsel.Legal Department Budget & Administrative MattersAssist in management and tracking of Legal Department budget, including review / processing of monthly invoices from law firms and other vendors / service providers, in accordance with internal accounting procedures.
Manage budget spreadsheet as annual budgets are set and track budget progress for various matters on monthly basis.Manage onboarding of Legal Department vendors and service providers.Maintain notary qualifications and acts as notary for required Company needs.Assist in implementation and maintenance of Ironclad contract lifecycle management (CLM) system, and roll-out of CLM to the Company's Procurement function.Litigation SupportAssist with administration of legal holds and litigation discovery and organization of litigation-related documentation. Maintain Legal Department's "Litigation and Legal Hold" for employee records.
Assist with document collection and preparation of due diligence materials, documents, presentations, exhibits, etc.Assist with litigation communications, filings, and related tasks.Obtain employee signatures needed for letters, settlement agreements, etc.Intellectual PropertyAssist external counsel and Chief Technology Officer with limited support for maintenance of patents, trademarks and other intellectual property issues (e.g., obtain signatures on assignments and declarations).
Compensation-Related MattersCalculate and submit quarterly Director compensation payments under the Company's compensation program for independent Directors.
Perform necessary administrative tasks on the Company's stock plan platform at Fidelity Investments, including : creating new Product IDs for current year grants; maintaining and updating participant data regarding equity grants, vesting, exercises, etc.; uploading final and approved grant agreements with dynamic fields; importing final and approved awarded grant information into the Fidelity spreadsheet template; keeping other applicable records on the Fidelity Plan Sponsor Workstation.Coordinate with Fidelity Investments, Company Payroll and Corporate Finance & Accounting Department on tax withholding requests for the Company's C-Suite Officers.Interface directly with the Fidelity Investments service representative for the Company's incentive plan account on service requests.Prepare initial materials for Compensation Committee meetings, including : information for director and executive stock ownership guidelines, executive "tally sheets", and NEO Equity Summary, etc.GeneralAssist internal and external counsel with requests for information / documentation and special projects, as needed.
Assist Company Payroll and Corporate Finance & Accounting Department with reconciliation of annual settlement payments and Legal Department vendor Forms IRS W-9, IRS W-8BEN-E, etc.Work with Human Resources Department to ensure the correct employee list for compliance training.Technical SkillsWorking knowledge of compliance programs
Ability to maintain confidentiality and discretion at all levelsAttention to detail and accurate work productStrong organizational, analytical, critical thinking, and problem-solving skills; strong written and oral communication skillsAbility to work in a fast-paced environment with multiple projects and tight deadlinesTeam player with ability to work independently or collaborativelyAdvanced skills in Microsoft Office; working knowledge of Workiva for filings and DocuSign / AdobeSign; familiarity with Adobe PDFEducation & Experience
Bachelor's degree and paralegal certificate or completion of paralegal degree program.Active current public notary licensure / commission.Minimum of three years of corporate or other transactional paralegal experience required.Experience with corporate governance, corporate contracts, litigation, and document retention policies preferred.Experience with finance and merger and acquisitions transactions.Compensation & Benefits
Base pay $87,400 - $109,300 based on experience. Annual performance bonus target 10%. In addition to competitive pay, we offer comprehensive benefits including health care coverage, 401(k) retirement plan, life and disability insurance, PTO, holidays, and other supplemental programs.
This document does not state or imply that these are the only responsibilities of or duties to be performed by the employee in this position.
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