Corporate Paralegal-Temp to Perm

New York, NY

Reports to:  Paralegal and Project Assistant Manager

Position Status: Non-Exempt

Position Summary

All aspects of deal management for M & A, Finance and other transactions from inception to post-closing, including document organization, preparation and filing of documents for closings, assistance at closings, post-closing management and follow-up and oversee/manage preparation of closing sets.  Assistance with document distribution and UCC management.  Familiar with both buyer and seller side transactions and equity deals.  This high-profile position involves direct interface with attorneys, clients, Corporate Services and opposing counsel.

Responsibilities include but are not limited to:

General

• Develop and conduct research related to transactions and filings through both print and electronic sources
• Develop physical and virtual data rooms; manage data in Firm database and related applications
• Preliminary organization of records and documents
• Manage corporate services vendors, post-completion billing and vendor invoice management
• Manage client information in Corporate Focus

Finance and Transactions

• 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
• Review and analyze the sufficiency of documentation;
• Order good standing certifications and certified charters;
• Manage, review and organize due diligence materials;
• 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, Intercreditor 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;
• Create post-closing checklists and setting up follow up reminders;
• Interact and coordinate with various service companies;
• Assist the attorneys with various tasks and assignments; and
• Recognize and resolve problems. 

Merger and Acquisition

• 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; and
• Prepare and draft disclosure schedules.

Entity Formation

• 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; and
• Coordinate execution of consent forms for using service companies as Registered Agent.

Education and Qualifications

• BA or equivalent degree
• A certificate from an ABA approved paralegal training program preferred
• Minimum of five (5) years’ Paralegal experience involving transactional and corporate/securities matters
• Strong research and writing skills
• Willingness and flexibility to work overtime
• Ability to work under pressure on time-sensitive projects
• Ability to multi-task
• Ability to work independently
• High level of attention to detail
• Ability to lift 25 pounds

The firm reserves the right to vary or amend the duties and responsibilities of this position at any time according to the need of the firm’s business.