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Corporate Finance Paralegal The candidate will develop and conduct research related to transactions and filings through both print and electronic sources. Develop physical and virtual data rooms; manage data in Vedder Connect and related applications. Preliminary organization of records and documents. Work with Accounting to manage corporate services vendors, post-completion billing and vendor invoice management. Work with Corporate Services Team to manage client information in Corporate Focus. Create and update checklists (check in new documents, change status, etc.). Draft transactional documents including resolutions, contracts, leases, agreements, opinions, allonges, joinders, Secretary's certificates, Incumbency certificates, and other legal documents relating to loan parties. Run, order and analyze minutes and summarize UCC, state and federal lien, judgment, litigation, and bankruptcy searches. Prepare and file various UCC financing statements (UCC-1, Fixture, Amendments, Continuation, and Terminations) for the purpose of securing loans, including notes, mortgages. Review and analyze the sufficiency of documentation. Order good standing certifications and certified charters. Manage, review and organize due diligence materials. Prepare and submit 8821 form and W-9 form to IRS. Create signature packets and coordinate their execution (both original and PDF) by multiple parties; Prepare and circulate closing documents to all parties for their review and comments. Prepare, obtain, and organize required closing certificates and related documents for pre-closing. Assemble fully executed closing documents (both original and PDF) with related exhibits, schedules, and attachments. Order to obtain post- closing UCC Search to Reflect. Prepare transmittal letters and coordinate the delivery of the Notes, lntercreditor Agreements, and Deposit Accounts Control Agreements to loan parties. Manage/oversee the creation of transactional closing sets or binders and CDs (electronic format) and distribute to appropriate parties. Manage the post-closing database to manage post-closing matters and create email reminders. Interact and coordinate with various service companies. Assist the attorneys with various tasks and assignments. Recognize and resolve problems. Forward to the Corporate Services Team formation documents, registrations, resolutions and other corporate documents as noted below for inclusion in the minute book and other corporate records. Prepare withdrawal and qualification documents in accordance with all state, local, and federal laws and regulations for conducting business. Prepare stock certificates, legend, and back sheet. Draft shareholder and board consents. Draft and file amendment certificates for corporation or Limited Liability Companies. Prepare and draft merger or purchase agreements. Prepare and draft disclosure schedules. Draft organizational, incorporation, and formation documents such as Articles of Organization, Operating Agreement, Consents, qualification documents. Conduct name availability and reserve entity name if required. Draft Subscription Agreements, Stock certificates, stock powers and related documents. Prepare SS-4 form and apply for Employer ID Number. Coordinate execution of consent forms for using service companies as Registered Agent. Bachelor's degree is preferred. Should have 10+ years of paralegal or related experience involving transactional and corporate securities matters. ABA-approved paralegal certificate is preferred.
