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Location : District of Columbia - Washington
Refer to Job # WNSP709625
Corporate Paralegal The candidate performs general corporate work, including: entity formations of various types (including both for-profit and non-profit corporations, LLCs, LLPs, PCs, LPs, GPs, and Trusts) in any US jurisdiction; obtains Employer Identification Numbers (EINs) from the IRS for these entities; prepares governing documents (Bylaws, Operating Agreements, Partnership Agreements) and amendments thereto; qualification of those entities in foreign jurisdictions; adoption of stock option plans and preparation of stock option grant agreements thereunder; entity dissolution including foreign jurisdiction withdrawals, tax clearances, and dissolution in domestic jurisdiction. Prepares board resolutions, unanimous written consents, and board meeting minutes for routine corporate actions (e.g.: appointment of new or replacement officers or directors, amendments to certificates of incorporation or bylaws, and adoption of routine agreements). Handles stock issuances and transfers, including preparation and issuance of stock certificates, and maintaining stock transfer ledgers. Creates and maintain capitalization, stock option plan records, and corporate minute books. Assists with major corporate transactions, including mergers and acquisitions, reorganizations, capital markets transactions, and private equity/venture capital investments. Assists with due diligence efforts related to those transactions, including document retrieval and good standing certificate requests from Secretary of State offices in any US jurisdiction. Prepares certificates of merger acceptable for filing in any US jurisdiction related to those transactions. Maintains closing files for major corporate transactions including compiling closing sets, distribution of signature pages, and general assistance with transaction closings. Prepares and advises on routine annual filings required to maintain good standing status in any US jurisdiction. Orders, reviews and analyzes UCC, lien and judgment searches; prepares UCC-1s and UCC-3s for any US jurisdiction. Maintains confidentiality of client information, including potentially material non-public information regarding publicly traded company clients. Assists in the maintenance of practice group document libraries. Performs basic legal and factual corporate research using all available resources, including research on potential target companies. Assists at transaction closings, due diligence document reviews, and client meetings as requested. Provides direction and guidance to project assistants assigned to the corporate group.
The candidate should have a Bachelor's degree. Must have 2+ years of increasingly responsible, directly related corporate experience (preferably in a major law firm environment). Moderate knowledge of corporate law essential. Basic knowledge and skills to perform corporate legal research under the supervision of a more senior member of the practice support team needed. Basic knowledge of the SEC EDGAR database and the various Secretary of State databases and forms libraries essential. Knowledge of MS suite of products such as Word, Excel, PowerPoint, Access needed.
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