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Title : Corporate Transactional Paralegal

Location : Texas - Houston
Refer to Job # BDCE701283

Corporate Transactional Paralegal The candidate will be preparing ancillary legal documents in all aspects of corporate transactional law including entity formation and reorganization, merger, acquisition, stock sale, asset sale, and shareholder buy-out. Will be preparing and filing formation documents of all types of corporate entities including charter documents, organizational consents, bylaws, company agreements, partnership agreements, obtaining EIN s and qualification in applicable state jurisdictions. Monitoring and reviewing transactional documents for the purpose of preparing and updating the closing checklist to track status of transactional documents and the progression the transaction. Managing electronic document cloud for uploading, organizing, and storing due diligence materials for review and collaboration with all parties of the transaction. Preparing due diligence request lists; guiding and working with clients for the collection of due diligence information and materials; analyzing due diligence materials to assist attorneys with determining compliance with representations and warranties contained in the transaction documents and the transferability of instruments, federal and state permits, and licenses; and collaborating with clients and aiding attorneys in consulting with opposing counsel to resolve issues that may negatively impact the timing of the closing. Developing and preparing disclosure schedules for corporate acquisitions, mergers, reorganizations, and loan transactions. Coordinating delivery and collection of signature pages from clients as well as the delivery of such to all parties. Working on post-closing matters such as the transfer of permits and licenses, preparing and organizing closing documents and binders and CD s for distribution to all parties. Maintaining and updating client corporate minute books (stock certificates, stock ledgers, annual consents, curative consents, etc.). Analyzing corporate documents to determine jurisdictions in which to conduct searches for UCC-1 financing statements; federal and state tax liens; furniture, fixtures and judgment liens; bankruptcy filings; and federal,state and county litigation filings. Reviewing loan transaction documents to determine collateral description for UCC-1 financing statements; preparing, filing, amending, and terminating UCC liens. Coordinating with lending institutions to determine pay off amounts on loans and leases in view of preparing pay off letters. Assisting with preparation of opinion certificates in connection with legal opinions. Recording real estate lien documents and searching real property records to determine property ownership, easements, and liens. Registering entities and individuals with the Securities and Exchange Commission (SEC); obtaining CIK s; and generating EDGAR access codes; SEC compliance reporting including Regulation D Notice, Form 8-K and Forms 3, 4, and 5 via EDGAR filing system. Updating EDGAR access codes annually. Filing state blue sky notices with state securities divisions via NASAA EFD filing system. Preparing and filing Form ADV with the SEC via the IARD filing system. Researching SEC rules and state blue sky laws. Conducting EDGAR searches on company filings and reports. Collaborating with clients in tracking new investor subscriptions for SEC and blue sky notice requirements. Maintaining calendar for annual SEC and state blue sky notice filings. Should have 5+ years of corporate experience in a law firm environment. Proficiency in Microsoft Word, Excel and PowerPoint is desired. ABA approved Paralegal Certificate is preferred.

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