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(Sr) Corporate Paralegal, Private Equity

Location: Washington, DC

Make an impact at Goodwin, where we partner with our clients to practice law with integrity, ingenuity, agility and ambition. Our 1,600 lawyers across the United States, Europe and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity and financial industries. Our unique combination of deep experience serving both the innovators and investors in a rapidly-changing, technology-driven economy sets us apart. Also a global destination for business professionals, Goodwin’s team of professional staff was named in 2019 the “Best Business Team” by The American Lawyer.

Goodwin is seeking an experienced corporate paralegal who will assist in the transactional area, supporting Washington DC Teams, and corporate and tax attorneys focusing on Mergers & Acquisitions and Private Equity, some Financing/Debt and the overall corporate practice on a variety of deals.  In addition, with certain clients Corporate Governance issues and Minute Book upkeep/Annual Filings. 

What You Do:

CORPORATE GOVERNANCE

  • Drafts and files certificate of incorporation and certificate of formation, typically in Delaware but also other jurisdictions
  • Drafts and files statutory filings with Secretary of State, including amendments, conversions, mergers, and dissolutions, typically in Delaware but also other jurisdictions
  • Prepares and files final annual reports in connection with conversions, mergers and dissolutions
  • 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
  • Maintains stock ledgers
  • Conducts research to assist attorneys/client in determining jurisdictions for qualification – What Constitutes Doing Business”
  • Prepares and files qualification and withdrawal applications
  • Calculates Delaware franchise tax (both methods); also calculates franchise tax for other jurisdictions, working directly with client or Associate on same;
  • Obtains information from, and provides information to, clients
  • Interfaces with corporate service providers regarding statutory registered agent services (including changing contact information re CT Corp and CSC)
  • Provides direct support to clients (using discretion to handle matters directly or involving an attorney)
  • Prepares minute book in connection with incorporation and formation

CLOSING – DUE DILIGENCE, PRE CLOSING AND POST CLOSING - General

  • Assist Goodwin team with the initial checklist drafting, or assisting on maintaining, updating with team
  • Drafts written consents approving closing agreements
  • Drafts certificates including secretary and officer certificates
  • Handles distribution of signature pages
  • Orders certified copies and good standing certificates
  • Identifies and resolves problems that arise
  • Prepares 5 Part UCC Searches of Target and Affiliates
  • Reviews collateral description on lien summary
  • Assists with closing, including tracking down signature pages, filling in dates, tracking down final agreements and providing general support
  • Prepares closing book index and assembles closing book, and assists in distribution
  • Handles distribution of original securities (e.g. stock certificates, unit certificates and notes)

DEBT

Act as liaison with the Goodwin Debt teams to provide additional support in due diligence on client/target as well as corporate documents to best serve the client.

Who you are:

  • The ideal candidate will possess experience in mergers & acquisition and one or more areas including, capital markets, private equity, debt finance.
  • 5+ years of corporate paralegal experience with a bachelor’s degree preferred.
  • Excellent analytical and organizational abilities, solid communication skills, strong computer abilities, creativity, and initiative.
  • Liaison with the Goodwin Debt teams to provide additional support in due diligence on client/target as well as corporate documents to best serve the client.

#LI-DNR

Goodwin Procter LLP is an equal opportunity employer. This means that Goodwin Procter LLP considers applicants for employment, and makes employment decisions without unlawful discrimination on the basis of race, color, gender, gender identity or expression, age, religion, national origin, citizenship status,  disability, medical condition, genetic information, marital status, sexual orientation, military or veteran status, or other legally protected status.

Please note: Various agencies of the United States government require employers to collect information on applicants and employees. The National Association of Law Placement (NALP) and certain clients request us to keep track of certain aggregate information regarding lawyers. EEO information requested on this application is for purposes of compliance with these recordkeeping and reporting requirements and to determine recruiting and employment patterns. Submission of this information is voluntary and refusal to provide it will not subject you to any adverse treatment.

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