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Title : Corporate Paralegal
Location : Minnesota - MinneapolisRefer to Job # CLTM828952
Corporate Paralegal Duties: Identify and solicit necessary information from client to draft entity formation documents, including developing checklists to be used in client interviews and as guidelines for proper formation and operation of each entity. Prepare necessary documentation for formation of new and amendment (or dissolution) of existing Minnesota and Delaware entities - corporations, LLCs, LLPs, general and limited partnerships; work with attorney and client (possibly with client's CPA) to establish capital structure. Prepare and maintain entity minute book, order corporate seal, prepare stock certificates and maintain ownership ledgers including (a) maintaining entity records and details of ownership transfers; (b) drafting and filing of appropriate documents corresponding to authorization for issuance or transfer of stock or unit ownership; (c) drafting, distributing for review and execution, and filing resolutions, waivers, minutes, actions without a meeting and related documents. Prepare, send and tally annual proxies for entities holding annual or special meetings of owners. Draft proxy statements, notice of meeting, affidavit of mailing, affidavit of elections, etc. Draft and file amendment or restatement of articles, articles of merger, articles of conversion or exchange, reinstatement, qualification, withdrawal, dissolution of the entity, etc. with Secretary of State or its equivalent in 51 jurisdictions. Prepare and file appropriate business tax registrations with Internal Revenue Service and state tax authorities. Obtain information to determine whether to qualify a business entity to transact business in foreign states and file necessary documentation to qualify, amend, reinstate or withdraw entities from any jurisdiction. Draft subscription agreements, board resolutions, agency agreements, risk factors, option or warrant agreements, promissory notes or debentures, assignments of assets to businesses for private placements of debt or equity. Conduct UCC and other lien searches in US, Canadian and foreign jurisdictions, and prepare summaries of search results; identify appropriate search types and jurisdictions for attorneys (from fact set and/or from review of primary transaction agreements). Draft and file UCC financing statements and other lien filings. Conduct Secretary of State name searches or assist in national name clearances. Draft miscellaneous documents arising during the life cycle of an entity including routine documents such as stock option plans, option agreements, warrants, miscellaneous contracts, promissory notes, security agreements, pledge agreements, guaranty agreements, redemption agreements, mutual releases, etc. and dependent on experience, draft more complex documents such as private placement memoranda, business purchase agreements, financing agreements, buy-sell agreements, etc. Obtain certificates (good standing, etc.) and copies of filed documents (certified articles, etc.) from Secretaries of State with appropriate level of expediting for client budget. Conduct due diligence reviews including analysis, indexing, summarizing and follow up on due diligence materials; manage access to electronic data rooms. From analysis of primary and ancillary documents, draft transaction closing checklist, monitor drafting and approval status of documents. Draft primary and ancillary documents and officer/closing certificates regarding business transactions. Participate in closings (monitor execution of materials, draft revisions to documents, make applicable filings); organize and draft indexes for closing binders. Maintain docket/calendars for important deadlines and events. Set up and maintain information for each business entity and owner using the firm's corporate software program; be able to project future capital structure information. Legal research upon request. Requirements: Formal paralegal training from an accredited program, preferably a 4 year degree program, or equivalent experience. 1+ year experience working as a corporate/business law paralegal in a law firm or corporation. Familiarity with Minnesota and Delaware business corporation and limited liability company statutes, including annual updates; conversant with professional agent companies websites (ctadvantage, cscinfro, nrai) and their local office staff to find and prepare forms for other state filings. Conversant with the laws that govern securities issuance and transfer. Ability to conduct legal research using on-line tools such as FindLaw, CCH Research Network and the internet. Outstanding interpersonal skills and attention to detail. Excellent written and verbal skills. Ability to organize and prioritize numerous tasks and complete them under tight time constraints. Must be a team player and work effectively and efficiently in often high pressure and time sensitive situations. Intermediate-to-high technology knowledge of corporate software programs such as Athennian, Shareworks, or Corporate Focus. Basic knowledge of Microsoft Programs Excel and PowerPoint, working with .pdf files (Adobe and eCopy). Must be willing to continue professional development as needed and requested by management.
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