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Title : Paralegal - Corporate

Location : California - Palo Alto
Refer to Job # CSGG846568

Paralegal - Corporate Responsibilities: Organizes business entities of all types (corporations, limited liability companies, and limited partnerships); prepares incorporation documents including certificate/articles of incorporation, bylaws, restricted stock purchase agreements, organizational board, and stockholder resolutions, and related applications, filings, and documentation; checks availability of and reserves corporate entity names; prepares and files incorporation, merger, acquisition, dissolution, and related documents. Assists with due diligence process, including tracking diligence requests and reviewing capitalization tables and underlying equity issuances, certain documents related to corporate organizational matters (including incorporation documents, minutes, and board and stockholder consents), and basic commercial contracts. Prepares closing deliverables (including secretary's certificates, bring-down certificates, stock powers, and director and officer resignations), board and stockholder consent, and closing volumes. Maintains, organizes, and updates electronic corporate record books. Prepares, maintains, and updates the database for corporate capitalization records, drafts stock option and restricted stock agreements, effects transfers of stock, and prepares stock certificates. Obtains and coordinates the delivery of good-standing certificates from the filing agent. Assists with venture capital financings including tracking status of closing documents, gathering corporate due diligence materials, drafting ancillary documents, and preparing electronic closing volumes. Retrieves documents from government agencies, private document retrieval companies, and internal sources as appropriate. Researches state and federal securities compliance ("Blue Sky") rules and regulations, drafts and files securities notices. Provides support to IPO/ Public Company lawyers by assisting with the drafting and review of registration statements including but not limited to: Updating capitalization numbers (including outstanding stock and stock options); drafting related party transaction sections, and drafting principal stockholder tables including footnotes. Prepares beneficial ownership spreadsheets. Assembles and compiles exhibits and works with the printer to format and finalize documents. Coordinates due diligence production with the Company including Assisting with data room setup and production; performing diligence audits of all stock and option issuances with board actions and stock/option documentation; Preparing necessary board, stockholder, and committee actions and/or minutes; assisting with the distribution of D&O questionnaires and lock-up agreements; Manages Section 16 reporting matters. Assists attorneys with commercial lending transactions including lien searches and preparation/filing of UCC financing statements. Qualifications: Bachelor's Degree from an accredited college or university; or graduation and certificate from an ABA-approved Paralegal training program, or the equivalent. 5+ years of experience in the areas of securities and/or general corporate law preferred. Proficiency in Word and Excel. Excellent organizational skills. Excellent attention to detail. The use of good judgment and good interpersonal communication skills. Well-developed analytical and problem-solving skills. Works harmoniously and effectively with others as part of a team. A self-starter who desires to show ownership and commitment to the job. Exercises confidentiality and discretion.

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