Corporate Paralegal

The office of Cozen O’Connor is seeking a full time paralegal to support the corporate attorneys and will be located in either the Philadelphia or Minneapolis offices. The ideal candidate will have 5+ years’ experience, is able to perform extensive multi-tasking under numerous time constraints with exceptional attention to detail, take initiative and interact with all levels of the firm. The position requires excellent communication, organizational and computer skills, and the ability to manage confidential information with discretion.

PRIMARY RESPONSIBILITIES:

• Direct and manage corporate services (i.e. check availability and reserve corporate name, obtaining good standing certificates and copies of corporate documents and filing documents with the appropriate authorities, etc.)
• Prepare and process organizational, annual and transactional minutes for directors’ and stockholders’ meetings; Draft written consents in lieu of meetings
• Complete and file various documentation and applications (i.e. articles of incorporation, by-laws, qualification of foreign corporations, assumed name certificates, election by small business corporation & subsequent shareholders consents to such election, etc.)
• Issue and transfer stock, prepare stock certificates and shareholder registers; prepare and maintain analyses and charts of outstanding securities
• Draft agreements (i.e. subscription, shareholder, employment, partnership, lease and non-competition agreements, etc.)
• Order minute book, stock book, and seal
• Draft resolutions to be considered by directors
• Draft documents and correspondence necessary to effect formations, conversions, dissolutions, consolidations, mergers and sale of substantially all of the assets of corporations
• Draft and organize closing documents on corporate acquisitions; Draft closing checklists and closing memoranda; Prepare closing files and assist in closing
• Perform due diligence investigation
• Prepare documents for qualification to do business in foreign jurisdictions
• File and terminate UCC Financing Statements w/state and county offices
• Search state and county offices for federal tax liens, UCC filings, deeds, mortgages, and judgments
• Prepare and file DBAs, certificates of trade names, and certificate of assumed names w/the appropriate state office
• Change registered office or agent
• Prepare and maintain corporate records of subsidiaries, along w/minutes of all incentive compensation plan committees

Experience preferred, but not required:

• Understanding or management of Carta and ability to manage cap tables
• Processing Blue Sky filings
• Processing SEC Form ID applications. Processing Form D, Rule 144 and other SEC filings

Cozen O’Connor is an Equal Opportunity Employer, including disabled and veterans.

Cozen O’Connor is committed to employing a diverse complement of attorneys and staff, and to fostering greater inclusion in the legal profession. We understand the organizational effectiveness that comes from welcoming and valuing difference within the firm, and we know that assembling a team with a rich diversity of perspectives and experience is necessary to providing the highest quality legal service. We encourage candidates to apply and join us in this effort.