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Location : California - Palo Alto
Refer to Job # YJYJ736448
Paralegal (Corporate) The candidate is responsible to provide assistance to lawyers by researching law, investigating facts, preparing and organizing documents and serving as a liaison among the legal team, clients, financial institutions, and outside agencies. 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 consents and closing volumes. Maintains, organizes and updates electronic corporate record books. Prepares, maintains and updates 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 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 printer to format and finalize documents. Coordinates due diligence production with the Company including but not limited to: 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; assist with 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.
The candidate must have previous experience in a law firm. Bachelor's Degree (B.A./B.S.) from an accredited college or university is needed. Graduation and certificate from ABA approved Paralegal training program or the equivalent is must. 5 or more years of experience in the areas of securities and/or general corporate law is required. Proficiency in Word and Excel is must. Excellent organizational skills are needed with attention to detail. Good interpersonal communication, analytical and problem solving skills are needed. Must proofread accurately. Previous experience preferred in: Mergers and Acquisitions (M&A), Emerging Companies/Venture Capital (EC/VC), Capital Markets/Initial Public Offerings and Financing.
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