Corporate Paralegal

Wilson Sonsini is currently looking for a Paralegal to join our Corporate Practice group. The Corporate Paralegal provides support to Corporate clients. This role handles basic tasks related to corporate governance, legal compliance, and transactional matters. The Corporate Paralegal will be an integral part of the legal team and be expected to provide quality customer service to the Corporate clients.

This position is available as a hybrid work schedule.

General:

• Perform all job duties under direction and supervision of supervisor and/or attorney
• Develop skills and knowledge through training and mentoring to perform job duties
• Maintain compliance with all firm policies, procedures, and standards
• Time entry inputted on daily basis
• Timesheets submitted weekly
• Notification and coverage for time off
• Dependable work hours
• Participation on virtual calls/meetings
• Attendance at mandatory trainings or meetings
• Adherence to group norms
• When out of the office for a day or a few hours, initiate an out of office message in Outlook for emails and on Teams for phone calls
• Attend training to stay current on processes and procedures
• Follow WSGR Productivity and Effective Timekeeping Guidelines Policy

Corporate Maintenance:

• Assist with client records maintenance, working with attorneys and assistants to save documents and emails in Net Docs
• Maintain minute book (electronic)
• Assist with preparing and finalizing minutes and consents
• Prepare forms, assemble, and submit filings, as directed (securities filings, state qualifications, annual reports/statements, and dissolutions)
• Assist with securities issuances:
• Prepare option agreements
• Prepare warrants
• Prepare promissory notes
• Conduct Blue Sky research and prepare memo for review by attorney
• Confirm filing of 83(b) Elections by stockholders, as necessary
• Able to input and track corporate information and capitalization in equity management platforms. Handling tasks such as:
• Director and Officer information
• Stock issuances
• Option grants and exercises
• Warrants and exercises
• Notes and conversions
• SAFEs and conversions
• Transfers
• Repurchases
• Generate reports as requested
• Generate Rule 701 compliance reports for attorney review
• Assist attorney or experienced paralegal with communications to directors, stockholders, and investors
• Prepare equity confirmation response for auditors
• Perform other administrative duties as needed

Formations:

• Assist attorney with incorporation questionnaire
• May prepare drafts of necessary documents using firm automation tool
• Assist with obtaining signatures and finalizing formation documents
• File Certificate of Incorporation with Secretary of State
• Confirm company obtained employee identification number (EIN) with Internal Revenue Service
• Confirm 83(b) Election notices filed by stockholders
• Conduct Blue Sky research and prepare memo under the guidance of an attorney or experienced paralegal
• Prepare and submit any securities filings
• Set up new company and its capitalization on equity management platform
• Conduct Blue Sky research, prepare memo and handle filings under the guidance of an attorney or experienced paralegal
• Assist with due diligence collection and uploads
• Responsible for obtaining signatures from company, directors, stockholders, and investors
• Track approvals, signatures, and funds received
• File Amended Certificate of Incorporation with Secretary of State, if necessary
• Request good standing certificates, as needed
• Assist with closing
• Distribute stock notice or executed debt instruments (notes, warrants) to investors, as required
• Update equity management platform

Mergers or Acquisitions:

• Conduct Blue Sky research, prepare memo and handle filings under the guidance of an attorney or experienced paralegal
• Responsible for obtaining signatures for board and stockholder consents
• Assist with due diligence collection and uploads
• Assist with formation of the merger subsidiary
• Assist in obtaining signatures
• Track approvals, signatures, and waivers
• Request good standing certificates, as needed
• Assist with closing
• Distribute stock notices to investors
• Update equity management platform

Initial Public Offering:

• Assist with due diligence collection and uploads
• Assist with minute book audit

• Possess working knowledge of the following:
• Securities Act of 1933 (Rule 4(2)(a), Rule 701, and Regulation
  
  D)
• Corporate Code (Delaware, California, Texas, Washington, etc.)
• Possess basic understanding of key documents required for in corporations, financings, mergers, and equity management and administration
• Possess basic understanding of year end matters such as:
• ISO/NSO Information Letters and Form 3921
• Equity Confirmation Letters

Technical Knowledge

• Able to utilize Word, Excel, and Kofax Power PDF to complete tasks and projects
• Working knowledge of capitalization platforms, such as Share works and Carta
• Familiar with firm tools and programs, such as Docu Sign, Closing Folders, Asana, and Vita Law
• Familiar with firm systems, such as Chrome River and File Trail
• Familiar with online filing portals, such as Electronic Filing…