- 3 Park Plaza, Irvine, CA 92614, USA
Crowell & Moring LLP is an international law firm with offices in the United States, Europe, MENA, and Asia that represents clients in litigation and arbitration, regulatory and policy, and transactional and corporate matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation and government-facing matters, as well as its ongoing commitment to pro bono service and diversity, equity, and inclusion.
Corporate Paralegals are members of the Practice Support Program who are expected to use their current skills and acquire new ones while working alongside the attorneys and the more senior practice support professionals in the Corporate Group, in order to complete tasks that are invaluable in the support of work performed for corporate clients of the firm. Corporate Paralegals have a minimum billing requirement of 1600 hours per year.
• Performs general corporate work, including but not limited to: entity formations of various types (including both for-profit and non-profit corporations, LLCs, LLPs, PCs, LPs, GPs, and Trusts) in any US jurisdiction; obtains Employer Identification Numbers (EINs) from the IRS for these entities; prepares governing documents (Bylaws, Operating Agreements, Partnership Agreements) and amendments thereto; qualification of those entities in foreign jurisdictions; adoption of stock option plans and preparation of stock option grant agreements thereunder; entity dissolution including foreign jurisdiction withdrawals, tax clearances, and dissolution in domestic jurisdiction.
• Prepares board resolutions, unanimous written consents, and board meeting minutes for routine corporate actions (e.g.: appointment of new or replacement officers or directors, amendments to certificates of incorporation or bylaws, and adoption of routine agreements).
• Handles stock issuances and transfers, including preparation and issuance of stock certificates, and maintaining stock transfer ledgers.
• Creates and maintain capitalization, stock option plan records, and corporate minute books.
• Assists with major corporate transactions, including mergers & acquisitions, reorganizations, capital markets transactions, and private equity / venture capital investments.
• Assists with due diligence efforts related to those transactions, including document retrieval and good standing certificate requests from Secretary of State offices in any US jurisdiction.
• Prepares certificates of merger acceptable for filing in any US jurisdiction related to those transactions.
• Maintains closing files for major corporate transactions including compiling closing sets, distribution of signature pages, and general assistance with transaction closings.
• Prepares and advises on routine annual filings required to maintain good standing status in any US jurisdiction.
• Orders, reviews and analyzes UCC, lien and judgment searches; prepares UCC-1s and UCC-3s for any US jurisdiction.
• Maintains confidentiality of client information, including potentially material non-public information regarding publicly traded company clients.
• Assists in the maintenance of practice group document libraries.
• Performs basic legal and factual corporate research using all available resources, including research on potential target companies.
• Assists at transaction closings, due diligence document reviews, and client meetings as requested.
• Provides direction and guidance to project assistants assigned to the corporate group.
The position requires a Bachelor’s degree.
The position requires a minimum of two (2) years of increasingly responsible, directly related corporate experience (preferably in a major law firm environment) during which knowledge, skills and abilities applicable to the position were demonstrated.
Knowledge, Skills and Abilities
• Demonstrated ability to communicate clearly and effectively, both orally and in writing.
• Ability to provide quality client service to both internal and external contacts, regarding matters of a routine nature requiring ordinary tact and courtesy.
• Demonstrated ability to organize and prioritize work in a dynamic and complex environment to meet deadlines and daily requirements.
• Ability to apply technical knowledge or guidance, analyze and interpret data from several sources, solve problems by applying precedent or extrapolating from previous experience.
• Moderate knowledge of corporate law.
• Basic knowledge and skills to perform corporate legal research under the supervision of a more senior member of the practice support team.
• Strong attention to detail, including superior spelling and grammar.
• Demonstrated ability to work effectively with others in a cooperative manner to accomplish position functions and participate in corporate practice group efforts.
• Basic knowledge of the SEC EDGAR database and the various Secretary of State databases and forms libraries.
• Ability to interact effectively and professionally with attorneys and clients.
• Demonstrated basic knowledge of MS suite of products such as Word, Excel, PowerPoint, Access.
• Records management skills.
• Moderate typing skills.
• Ability to safely lift, move and carry boxes without assistance, weighing up to 50 pounds.
• Ability to travel or work overtime as necessary.
Crowell & Moring LLP offers a competitive compensation and comprehensive benefits package which includes progressive options such as back up child care, wellness programs, cultural events and social activities. We take great pride in our positive, friendly culture that rewards hard work and success, at the same time recognizing the importance of family and community service.
Crowell & Moring LLP participates in the E-Verify program.