We are currently seeking an experienced Paralegal to join our Corporate Transactions and Securities practice group in any of our following offices; Cleveland, Columbus, Chicago, or New York. This position will be under direct supervision of the Partner and/or Associate on a given matter.
Position responsibilities include, but are not limited to;
General Corporate Operations:
- Prepare basic organizational documents for for-profit corporations, non-profit corporations, limited liability companies, limited partnerships, and general partnerships. Such documents include;
1. Articles of Incorporation
2. Original Appointment of Statutory Agent
3. Initial subscriptions, shareholder and director actions, and member minutes
4. Code of regulations
5. Stock journal and certificates
6. Applications for Exemption
7. IRS Form 1023
8. Operating, partnership, and limited partnership agreements
9. Membership certificates
10. Certificates of Limited Partnership
11. Statements of Authority
- Prepare forms or resolutions to qualify applicable groups in foreign jurisdictions and amend or dissolve related charter documents.
- Prepare and file UCC-1 financing statements (state and county).
- Prepare and file UCC-3 amendments (continuations, releases, assignments, terminations, etc.); and conduct UCC searches of state and county records.
M&A and other Transactional Documents:
- Prepare basic transactional documents including; Buy-Sell (Shareholder) agreements, stock purchase agreements, assignment and assumption agreements, stock powers and lost stock affidavits, close corporation agreements, certificates of merger and assist with the preparation of merger agreements, documents to convert entities from one form of organization to another.
- Obtain and organize due diligence documents.
- Prepare closing checklists and basic closing certificates.
- Organize and attend closings; review and finalize closing documents to include appropriate schedules and exhibits; witness and acknowledge closing documents.
- Assist with the preparation of state and federal securities exemption filings and blue sky research.
Qualified candidates will have a 4-year college degree and at least 3 years of experience as a Paralegal in this area. Applicants must have familiarity with Ohio and Delaware General Corporation Law, the Ohio Nonprofit Corporation Law, Ohio Limited Liability Company Law, and Delaware Limited Liability Company Act. Familiarity with the federal security acts of 1933 and 1934, and the Uniform Commercial Code are also highly desired. Ideal candidates will also have experience with LEXIS, Hot Docs, Case Map, and Microsoft Office suite.
The ability to handle tasks under pressure and operate efficiently under tight deadlines are critical to being successful in this role. Superb interpersonal skills (verbal and written) and the desire to consistently provide excellent customer service to internal and external clients are mandatory competencies for our Paralegals. This position will occasionally require employees to work additional hours or adjust their work schedule as determined by workflow.