Corporate Paralegal

Wilson Sonsini is the premier legal advisor to technology, life sciences, and other growth enterprises worldwide. We represent companies at every stage of development, from entrepreneurial start-ups to multibillion-dollar global corporations, as well as the venture firms, private equity firms, and investment banks that finance and advise them. The firm has approximately 1,100 attorneys in 17 offices: 13 in the U.S., two in China, and two in Europe. Our broad spectrum of practices and entrepreneurial spirit allow our staff exceptional opportunities for professional achievement and career growth.

Essential Duties and Responsibilities: 
The Corporate Paralegal provides support to Corporate clients. The Corporate Paralegal 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 opportunity.

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 NetDocs

• 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 stock notices (or electronic/digital stock certificates)

• 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 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

• File qualification to do business form, if applicable

• 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

• Establish minute book

• Set up new company and its capitalization on equity management platform

• Financing:

• 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

• Assist in drafting closing certificates

• Request good standing certificates, as needed

• Assist with closing

• Create and distribute closing volume

• 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

• Assist in drafting closing certificates

• Request good standing certificates, as needed

• Assist with closing

• Create and distribute closing volume

• Distribute stock notices to investors

• Update equity management platform

Please note that this job description does not contain an exhaustive list of all duties and responsibilities required of the position, and the firm may change or assign other duties and responsibilities over time with or without notice. 

Education and/or Work Experience Requirements: 

• Paralegal Clerk: Bachelor’s Degree or Juris Doctor

• Paralegal: Paralegal Certificate; OR Bachelor’s Degree or JD with one year working under supervision of attorney

• 1+ years of experience required

• Excellent verbal and written communication skills, including ability to effectively communicate with internal and external customers

• Must be able to work under pressure and meet deadlines, while maintaining a positive attitude and providing exemplary customer service

• Ability to work independently and to carry out assignments to completion within parameters of instructions given, prescribe routines, and shared accepted practices

• Ability to demonstrate accuracy, attention to detail, and strong organizational skills

• Ability to review and proofread documents for grammar, spelling, proper language, and readability

• Ability to follow firm policies and procedures while working remotely and in person

• Team player and willingness to provide back-up support to team members as required

The compensation for this position may include overtime and a discretionary year-end merit bonus based on performance. We offer a highly competitive salary and benefits package.

Benefits information can be found here. Equal Opportunity Employer (EOE).