Debt Finance/M&A Paralegal
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.
(This list is not exhaustive and may be supplemented and changed as necessary.)
Organizational Documents and Good Standing Certificates:
- Order lien searches from vendor.
- Review lien search results and prepare lien summary.
- Review/Draft UCC-1 financing statements and UCC-3 financing statements.
Resolutions and 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.
- 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.
- 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.
- 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.
- Review closing checklist and conditions precedent section of loan agreement to determine closing deliverables.
- Determine loan parties.
- 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).
Corporate M&A Transactional
- 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.
- 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)
Debt Finance/M&A Paralegal
||Kirkland & Ellis LLP
|Posting Start Date:
||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.
Certificates, Licensures, Registrations
- Paralegal certificate is preferred.
||This listing expires on: 12/17/2018