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The International Practice Management Association (IPMA) is the premier resource for information and education on the management of paralegals and other practice support professionals in law firms, corporations and law departments globally. Its mission is to advocate for the effective use and management of these professionals, to promote and enhance the proficiency and professionalism of its members, and to provide thought leadership to the membership, the legal industry, and the public at large on the value of utilization and management of paralegals and other practice support professionals.

Position Information

Debt Finance/M&A Paralegal
POSITION OVERVIEW
The Houston office of Kirkland & Ellis LLP is seeking an experienced Corporate Paralegal who will support multiple Corporate Partners focusing in Debt Finance and Mergers & Acquisitions and the overall practice on a variety of deals.

ESSENTIAL FUNCTIONS (This list is not exhaustive and may be supplemented and changed as necessary.)
Debt Finance:
UCC Matters:
  • Order lien searches from vendor.
  • Review lien search results and prepare lien summary.
  • Review/Draft UCC-1 financing statements and UCC-3 financing statements.
Organizational Documents and Good Standing Certificates:
  • Order charters and good standing certificates from vendor.
  • Communicate any good standing status issues to K&E attorneys/company.
  • Determine actions needed to restore company’s good standing status.
  • Obtain bylaws/operating agreements from K&E attorneys.
  • Organize charters, bylaws/operating agreements and good standing certificates on DMS.
Resolutions and Certificates:
  • Draft resolutions, support certificates to K&E legal opinion, secretary’s certificates and officer’s/closing certificates.
  • Assist with distribution of resolutions, secretary’s certificates and officer’s/closing certificates to lender’s counsel for review.
  • Make any necessary revisions to resolutions, secretary’s certificates and officer’s/closing certificates.
Original Collateral:
  • Obtain copies of original securities to be pledged (e.g., stock/unit certificates, notes).
  • Prepare stock certificate/unite certificate to be pledged and update ledger.
  • Draft stock/unit powers and/or endorsements.
  • Assist with delivery of original securities to lender’s counsel.
Signature Pages:
  • Obtain director and officer lists for each loan party.
  • Prepare signature pages packets for attorney review.
  • Distribute signature page packets to signatories for execution.
  • Review and organize executed signature pages.
Closing Conditions:
  • Review closing checklist and conditions precedent section of loan agreement to determine closing deliverables.
  • Determine loan parties.
Closing:
  • Order bring down letter.
  • Compile closing deliverables (e.g., borrowing notice, secretary’s certificates, officer’s/closing certificates, perfection certificate, solvency certificate).
  • Distribute executed signature pages and closing deliverables to lender’s counsel (in escrow).
Post-Closing:
  • Save executed versions and final versions of closing documents to subfolders on DMS.
  • Compile and arrange for delivery of original executed signature pages and closing deliverables to lender’s counsel.
  • Prepare electronic copy closing sets.
  • Distribute original executed resolutions to the holder of the corporate minute books.
Corporate M&A Transactional
  • Drafts and files certificate of incorporation and certificate of formation, typically in Delaware but also other jurisdictions
  • Drafts written board consents in lieu of a meeting and written stockholder consents in lieu of a meeting, including both organizational and transactional closing matters
  • Drafts resolutions to be presented at a board meeting and/or stockholder meeting
  • Prepares basic organization documents, including initial stock subscription agreement, stock certificates and stock ledger, typically for Delaware but also other jurisdictions
  • Completes and files Form SS-4s to obtain EINs
  • Compiles and maintains minute books and stock ledgers
  • Conducts research to assist attorneys in determining jurisdictions for qualification
  • Prepares and files qualification and withdrawal applications
  • Orders lien searches and summarizes lien search results
  • Prepares and files statutory filings with Secretary of State, including amendments, conversions, mergers, and dissolutions
  • Calculates Delaware franchise tax (both methods); also calculates franchise tax for other jurisdictions
  • Obtains information from, and provides information to, clients
  • Formulates solutions to problems which may arise, such as good standing issues
  • Interfaces with corporate service providers regarding statutory registered agent services (including changing contact information)
  • Provides direct support to clients (using discretion to handle matters directly or involving an attorney)
Position: Debt Finance/M&A Paralegal
Organization: Kirkland & Ellis LLP
Location: Houston,  TX 
United States
Salary:
Posting Start Date: 10/16/2018
Date Posted: 10/18/2018
Requirements Education, Work Experience, Skills
The ideal candidate will possess a good amount experience in one or more areas including debt finance, M&A, private equity, asset-backed securitization, fund formation, investment management and/or venture capital. The ideal candidate will possess 3+ years of corporate paralegal experience with a bachelor’s degree preferred. Additional qualifications include excellent analytical and organizational abilities, solid communication skills, strong computer abilities, creativity, and initiative. Flexibility for travel and overtime is required.
Technologies/Software
  • N/A
Certificates, Licensures, Registrations
  • Paralegal certificate is preferred.
Status: This listing expires on: 12/17/2018
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Organization Information
Name:
Kirkland & Ellis LLP
Address:


Houston,  TX 77002
United States
Email:
sarah.biehunko@kirkland.com
Phone:
Fax:
Contact:
Sarah Biehunko