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Title : Paralegal Corporate

Location : New York - Long Island
Refer to Job # PJXL807818

Paralegal Corporate The candidate will obtain, organize, and index due diligence documents. Track review of documents by WFG attorneys to assure each document is reviewed. Substantially review certain due diligence documents (e.g., board minutes) and prepare summary memoranda. Monitor review of data room by other professionals. Order and review lien, tax, and judgment searches. Review publicly available corporate and SEC documents and draft corporate profiles. Interface with clients to obtain and organize factual information necessary to draft and negotiate agreements; prepare factual schedules to agreements. Execute LEXIS and Bloomberg searches. Prepare brief bios or the background/industry reports. Form Delaware and NY corporations, limited liability companies (LLCs), and limited partnerships (LPs). Adopt bylaws. Draft board resolutions and shareholder, member, or limited partner consents. Issue stock or membership interest certificates and maintain the ledger. Prepare foreign qualification forms. Draft amendments to charter documents. Draft merger certificates. Draft dissolution certificates. Interface with service companies to file and retrieve documents. Work with client to obtain Employer Identification Number (EIN). Organize exhibits for regulatory filings. Obtain EDGAR codes and test them. Coordinate distribution to exchanges and interested parties. Manage a group at the printers: run a master, supervise proofreaders and ensure a smooth transition between support staff shifts. Draft Forms 3, 4, and 5. Draft tender offer ancillary documents and coordinate mailing to security holders. Prepare stock exchange listing applications. Obtain CUSIP numbers. Interface with clients and investment bankers to obtain factual information and exhibits. Crosscheck factual information. Draft Hart-Scott-Rodino form. Organize logistics of filing, including payment of filing fee. Coordinate the preparation and revisions of working group lists. Draft closing memorandum. Draft certain closing documents, including secretary's certificates, perfection certificates, and reliance letters. Coordinate the collection of required documents and/or signature pages. Order and review certified charter documents and good standing certificates. Draft UCC financing, assignment, and termination statements and arrange for filing; order and review searches to reflect. Organize the pre-closing: have folders and labels made; check-in document production of pleadings & other Court Papers as they arrive from WFG, other counsel, investment bankers, and state authorities or, if the closing is off-premises, arrange for delivery of documents to the closing site; double-check the availability of signatories and number of document copies needed for original signature (sometimes forwarding signature pages in advance); determine and coordinate appropriate support staffing levels and arrange ancillary services for pre-closing and closing. Substantively review certain documents brought to closings, such as board resolutions, certified corporate documents, and third-party consents. Coordinate the execution and, where appropriate, the notarization of all closing documents; substantively review closing table at the conclusion of pre-closing. Draft funds flow memoranda; verify account numbers; fill in wire confirmation numbers during closing. Coordinate post-closing activities: follow-up to obtain all post-closing items; revise closing memo if necessary; prepare closing sets and/or bound volumes; prepare office record. Coordinate the Firm's responses to audit letters; liaise with managing attorney's office, records center, and litigation attorneys; draft responses. Monitor service company accounts: ensure payments of bills for services ordered; update service of process addresses for business entities formed The candidate should have a BA or BS degree. Must have excellent verbal and written communication skills; ability to work as part of a team; excellent computer skills; strong administrative, analytical, organizational, and researching skills; attention to detail; strong multi-tasking skills; ability to work well under pressure; ability to interface with high-level attorneys and clients.

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