Mergers & Acquisitions Paralegal

Description

This is an exciting opportunity to work for one of the top law firms in the U.S.! Davis Wright Tremaine LLP is looking for a Mergers & Acquisitions Paralegal to join our team in either Seattle, Portland, or San Francisco office.

This position is responsible for performing paralegal work supporting the firm’s Business & Tax Practice Group; must have ability to support multiple Corporate Attorney Teams focusing on Mergers and Acquisitions in all aspects of Deal work, General Corporate, and Debt Financing; must be highly skilled in technology, detail-orientated, exercise sound judgment and possess strong administrative, organizational and interpersonal skills while prioritizing and managing multiple assignments.

At Davis Wright Tremaine, you will find challenging assignments, opportunities for professional growth and community involvement, and a culture of inclusion. DWT fosters inclusiveness and authenticity. Regardless of position, everyone here has a voice and the support is unparalleled.

On a typical day you will:

Corporate M&A Transactional Duties

• Draft and File Certificates of Incorporation and Certificates of Formation in Delaware and other Jurisdictions
• Assists clients in preparing due diligence request lists and responding to due diligence requests in financing and M&A transactions; proficient in setting up and using different technology platforms (i.e. virtual data rooms) and other methods for responding to such requests; maintains best practices for organizing, tracking and communicating due diligence responses

• Prepares and maintains closing checklists for private placement financings and M&A transactions
• Acts as primary interface with filing services for any corporate filings required to complete a financing or M&A transaction; keeps all parties aware of filing deadlines
• Assists in closing of private placements and M&A transactions, including drafting ancillary documents, preparing signature pages, updating investor schedules, tracking receipt of signatures, and compiling fully executed copies of documents and agreements

UCC Matters

• Identify Lien Search Jurisdiction and Order Lien Searches
• Review Lien Search results and prepare lien summaries
• Review and Draft UCC-1 and UCC-3 Financing Statements
• Identify and Distinguish "all asset" UCC Filings from equipment filings

Organizational Documents and Good Standing Certificates

• Order Charters and Good Standing Certificates
• Prepare and Disseminate Good Standing Status issues to team
• Understand Differences in Long and Short Form Good Standings
• Determine actions necessary to restore Good Standing Status
• Obtain Bylaws/Operating Agreements
• Organize Charters; Bylaws/Operating Agreements and Good Standing Certificates in Firm Document Management System (NetDoc’s)
  • Prepare Org. Charts showing ownership interests

Resolutions and Certificates

• Draft Resolutions, Opinion Support Certificates; Secretary Certificates and Closing Certificates
• Assist with Distribution of above
• Revise Resolutions, Secretary Certificates and Closing Certificates as necessary

Original Collateral

• Responsible for obtaining copies of Original Securities to be Pledged
• Prepare Stock Certificates to be Pledged
• Update Cap Tables and Ledgers as necessary
• Draft Stock/Unit Powers and/or Endorsements
• Responsible for ensuring Delivery of Original Certificates to Lenders Counsel

Signature Pages

• Obtain and Maintain Director and Officer lists for each loan party
• Prepare Signature Packets for Attorney Review
• Distribute Signature Packets for Execution
• Review and Organize Executed Signature Pages
• Prepare Signature Pages for DocuSign or similar electronic execution

Closing Conditions

• Prepare and Review Closing Checklist and Conditions Precedent Section of Loan Agreements to determine deliverables
• Identify Loan Parties

Closing

• Order Bring Down Good Standing
• Compile Closing Deliverables (e.g., Secretary’s Certificates, Borrowing Notice, Officer/Closing Certificates, Perfection Certificates, and Solvency Certificates).
• Distribute Executed Signature Pages and Closing Deliverables to all Parties in Escrow

Post-Closing

• Add Executed Versions and Final Versions of Closing Documents to Firm Document Management System (NetDoc’s)
• Compile and Organize Delivery of Original executed Signature Pages and Closing Deliverable to relevant Parties
• Prepared Electronic Closing Sets
• Distribute Original Executed Resolutions to Corporate Minute Book Holders

Join us if you have:

• A strong background in providing corporate support to emerging companies, debt financing experience, and background in M&A transactions is required
• Bachelor’s degree and completion of paralegal program of study, or clear demonstration of equivalent knowledge and skill
• Advanced proficiency in the use of Microsoft Office applications (Word, Excel, and Outlook) for the creation and editing of documents, Proficiency in cap table management software, including Carta and Capshare, is not required, but candidate will be expected to become proficient in both quickly
• Proficiency in the use of electronic signature applications (g. DocuSign) and document retention databases (e.g. Google Docs, Dropbox and other proprietary virtual data rooms)
• Ability to quickly adapt to new technologies and methods of client communication as needed
• Ability to understand and follow work directions, make discretionary decisions, manage multiple priorities and respond to urgent requests with minimal supervision
• Excellent proactive communication and interpersonal skills, including the ability to maintain effective working relationships and communicate verbally and in writing, with clients, firm members, and other business contacts
• Exceptional client service skills, as well as the ability to handle stressful situations in a calm, composed manner
• Ability to pay close attention to detail and be highly organized and accurate
• Strong time and task management skills
• Ability to work effectively and juggle multiple tasks in a team-oriented service environment

Who We Are

Davis Wright Tremaine LLP is an AmLaw 100 law firm with 11 offices nationwide. We are relentlessly committed to client service and look for candidates who share that commitment. At DWT, client service means having empathy for each client’s and each lawyer’s work and personal pressures, business objectives, and legal needs; anticipating their needs; and having the capabilities and commitment to deliver what matters most to them.

What’s in it For You?

DWT offers competitive compensation in addition to ample benefits including but not limited to:

• Choice of health and vision insurance plans
• 2 paid volunteer days for qualifying community service work
• Dental plan
• Fertility and adoption benefit
• Paid sabbatical after 13 years of service
• Tuition reimbursement
• Commuter benefits
• Retirement contribution

This job description intends to describe the general nature and level of work being performed by individuals assigned to this position. It is not intended to include all duties and responsibilities.

Washington State  

The annualized salary range for this position in Washington is $79,000 to $141,000 ($40.51 - $72.31 hourly). Actual pay will be adjusted based on the candidate’s education, training, experience and other job-related factors permitted by law.  Full time employees may be eligible for a bonus, health insurance with an optional HSA, long term disability, dental insurance, vision care, telemedicine and virtual short term solution based counseling services, life insurance, Healthcare and Dependent Care Flexible Spending Accounts, subsidized backup care and caregiving resources, 401(k), vacation, sick time, 11 paid holidays each year and an employee assistance program.  For full-time employees, the initial vacation benefit is 15 days per year and 11 days of sick leave per year, accrued bi-weekly. Additional voluntary programs include:  voluntary accident insurance, voluntary life, voluntary disability, voluntary long term care, and pet insurance.  Commuter and Transit programs are also available. 

California

The annualized salary range for this position in San Francisco is $101,000 to $168,000 ($51.79 - $86.15 hourly). Actual pay will be adjusted based on experience and other job-related factors permitted by law.  Full time employees may be eligible for a bonus, health insurance with an optional HSA, long term disability, dental insurance, vision care, telemedicine and virtual short term solution based counseling services, life insurance, Healthcare and Dependent Care Flexible Spending Accounts, subsidized backup care and caregiving resources, 401(k), vacation, sick time, and an employee assistance program.  Additional voluntary programs include:  voluntary accident insurance, voluntary life, voluntary disability, voluntary long term care, and pet insurance.  Commuter and Transit programs are also available. 

Davis Wright Tremaine LLP embraces diversity, equity and inclusion. It brings out the best of what each individual has to offer and inspires us to build strong and lasting connections with each other, our clients, and our communities. 

Diversity, equity, and inclusion are part of the fabric of Davis Wright Tremaine-central to who we are and what we do. Our vision is to foster a culture where all talented individuals-including those who are traditionally underrepresented in the legal profession-can have, and can see, a path to success. In order to support this vision, we request that you voluntarily provide the following demographic data. All self-reported demographic information is stored securely in a manner that is compliant with DWT’s privacy and security policies and is only accessible by authorized members of the Talent Acquisition and HR Departments; it is not shared with any of the hiring decision-makers.

Davis Wright Tremaine provides reasonable accommodations for those who need them to complete the application or recruiting process and for employees who need reasonable accommodations to perform the essential functions of their positions due to a disability or for religious reasons. If you need to request accommodation during the application or recruiting process, please email humanresources_confidential@dwt.com.  

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