Lathrop GPM, one of the nation's leading law firms, has an immediate opening for a Corporate Paralegal. Lathrop GPM is a full-service, Am Law 200 law firm with offices in Boston, Chicago, Dallas, Denver, Jefferson City, Kansas City, Los Angeles, Minneapolis, Overland Park, St. Cloud, St. Louis, and Washington, D.C. Our clients are at the heart of everything we do. We offer a competitive compensation and benefits package, and a professional, challenging, yet comfortable hybrid working environment.   This position can be located in our Minneapolis, MN; Kansas City, MO; or St. Louis, MO office.   

The corporate/business law paralegal will provide support to attorneys and to the firm to assist in management of client relationships and the practice of law.

DUTIES AND RESPONSIBILITIES

• Identify and solicit necessary information from client to draft entity formation documents, including developing checklists to be used in client interviews and as guidelines for proper formation and operation of each entity.  

• Prepare necessary documentation for formation of new and amendment (or dissolution) of existing entities in various states – corporations, LLCs, LLPs, general and limited partnerships; work with attorney and client (possibly with client’s CPA) to establish capital structure. 

• Prepare and maintain entity minute book, order corporate seal, prepare stock certificates and maintain ownership ledgers including (a) maintaining entity records and details of ownership transfers; (b) drafting and filing of appropriate documents corresponding to authorization for issuance or transfer of stock or unit ownership; (c) drafting, distributing for review and execution, and filing resolutions, waivers, minutes, actions without a meeting and related documents.

• Prepare, send and tally annual proxies for entities holding annual or special meetings of owners.  Draft proxy statements, notice of meeting, affidavit of mailing, affidavit of elections, etc.

• Draft and file amendment or restatement of articles, articles of merger, articles of conversion or exchange, reinstatement, qualification, withdrawal, dissolution of the entity, etc. with Secretary of State or its equivalent in 51 jurisdictions.

• Prepare and file appropriate business tax registrations with Internal Revenue Service and state tax authorities.

• Obtain information to determine whether to qualify a business entity to transact business in foreign states and file necessary documentation to qualify, amend, reinstate or withdraw entities from any jurisdiction.

• Draft subscription agreements, board resolutions, agency agreements, risk factors, option or warrant agreements, promissory notes or debentures, assignments of assets to businesses for private placements of debt or equity.

• Conduct UCC and other lien searches in US, Canadian and foreign jurisdictions, and prepare summaries of search results; identify appropriate search types and jurisdictions for attorneys (from fact set and/or from review of primary transaction agreements).

• Draft and file UCC financing statements and other lien filings.

• Conduct Secretary of State name searches or assist in national name clearances.

• Draft miscellaneous documents arising during the life cycle of an entity including routine documents.

• Obtain certificates (good standing, etc.) and copies of filed documents (certified articles, etc.) from Secretaries of State with appropriate level of expediting for client budget.

• Conduct due diligence reviews including analysis, indexing, summarizing and follow up on due diligence materials; manage access to electronic data rooms.

• Form analysis of primary and ancillary documents, draft transaction closing checklist, monitor drafting and approval status of documents.

• Draft primary and ancillary documents and officer/closing certificates regarding business transactions.

• Participate in closings (monitor execution of materials, draft revisions to documents, make applicable filings); organize and draft indexes for closing binders.

• Maintain docket/calendars for important deadlines and events.

• Set up and maintain information for each business entity and owner using the firm’s corporate software programs; be able to project future capital structure information.

• Legal research upon request.

• Other duties as assigned.