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Paralegal II (M&A / Private Equity)

Job ID: 6847

Updated: Sep 21, 2022

Location: Miami, FL, United States

Category: Paralegal

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About Kirkland & Ellis

At Kirkland & Ellis, we are united in our ambition and drive to move forward. We share core values that help us achieve excellence: collaboration, talent empowerment, service, inclusion, respect and gratitude. Our people are our greatest asset, and we invest in the brightest talent and encourage a diversity of perspectives and strengths to create dynamic teams that operate at the pinnacle of their field. Our talented professionals show up every day knowing they will engage in meaningful work, continuous learning and professional development.

As one of the world’s leading law firms, we serve a broad range of clients with market-leading practices in private equity, M&A and other complex corporate transactions; investment fund formation and management; restructurings; high-stakes litigation and trials; and government, regulatory and internal investigations. We handle the most complicated and sophisticated legal matters because we don’t just meet industry standards, we create them. We bring innovation and entrepreneurialism to every engagement and, as a result, have long-standing client relationships with leading global corporations and financial sponsors. With 6,500 employees (including 3,000+ lawyers) operating from 18 offices across the United States, Europe and Asia, we are one of the largest law firms in the world and a top financial performer.

Essential Job Functions

The Miami office of Kirkland & Ellis LLP is seeking a Mergers & Acquisitions Paralegal who will support multiple Corporate Partners and the overall practice on a variety of deals.

Essential Functions: (This list is not exhaustive and may be supplemented and changed as necessary.)

Corporate M&A Transactional

  • Drafts and files certificate of incorporation and certificate of formation, typically in Delaware but also other jurisdictions
  • Drafts written board consents in lieu of a meeting and written stockholder consents in lieu of a meeting, including both organizational and transactional closing matters
  • Drafts resolutions to be presented at a board meeting and/or stockholder meeting
  • Prepares basic organization documents, including initial stock subscription agreement, stock certificates and stock ledger, typically for Delaware but also other jurisdictions
  • Completes and files Form SS-4s to obtain EINs
  • Compiles and maintains minute books and stock ledgers
  • Conducts research to assist attorneys in determining jurisdictions for qualification
  • Prepares and files qualification and withdrawal applications
  • Orders lien searches and summarizes lien search results
  • Prepares and files statutory filings with Secretary of State, including amendments, conversions, mergers, and dissolutions
  • Calculates Delaware franchise tax (both methods); also calculates franchise tax for other jurisdictions
  • Obtains information from, and provides information to, clients
  • Formulates solutions to problems which may arise, such as good standing issues
  • Interfaces with corporate service providers regarding statutory registered agent services (including changing contact information)
  • Provides direct support to clients (using discretion to handle matters directly or involving an attorney)

Closing and Post-Closing - General

  • Drafts written consents approving closing agreements
  • Drafts certificates including secretary and officer certificates
  • Prepares closing files
  • Handles distribution of signature pages
  • Orders certified copies and good standing certificates
  • Identifies and resolves problems that arise
  • Prepares and files UCC statements, amendments and termination statements
  • Reviews collateral description on lien summary
  • Prepares initial draft of closing checklist
  • Assists with closing, including tracking down signature pages, filling in dates, tracking down final agreements and providing general support
  • Prepares closing book index and assembles closing book, and assists in distribution
  • Handles distribution of original securities (e.g. stock certificates, unit certificates and notes)

Other Functions: (This list is not exhaustive and may be supplemented and changed as necessary. Delete if not applicable.)

  • Any other functions/duties as assigned by management

Qualifications & Requirements

Education, Work Experience, Skills:

The ideal candidate will possess experience in one or more areas including M&A, private equity, debt finance, asset-backed securitization, fund formation, investment management and/or venture capital.  The ideal candidate will possess 5+ years of corporate paralegal experience with a bachelor’s degree preferred. Additional qualifications include excellent analytical and organizational abilities, solid communication skills, strong computer abilities, creativity, and initiative.  Flexibility for travel and overtime is required.

Certificates, Licensures, Registrations:

  • Paralegal certification preferred

Work Environment: 

  • This job operates in a professional office environment. This role routinely uses standard office equipment such as computers, phones, photocopiers, and filing cabinets.

How to Apply

Thank you for your interest in Kirkland & Ellis LLP.  To complete an application and submit your resume, please click "Apply Now."

Equal Employment Opportunity

All employment decisions, including the recruiting, hiring, placement, training availability, promotion, compensation, evaluation, disciplinary actions, and termination of employment (if necessary) are made without regard to the employee’s race, color, creed, religion, sex, pregnancy or childbirth, personal appearance, family responsibilities, sexual orientation or preference, gender identity, political affiliation, source of income, place of residence, national or ethnic origin, ancestry, age, marital status, military veteran status, unfavorable discharge from military service, physical or mental disability, or on any other basis prohibited by applicable law.

Closing Statement

The www.kirkland.com job postings and recruiting mailbox are for candidates only. If you are a recruiter, search firm or employment agency, and do not have a signed contract with Kirkland & Ellis LLP ("K&E") and have not been asked specifically to submit candidates, you will not be compensated in any way for your referral of a candidate even if K&E hires the candidate. Direct contact with K&E employees in an attempt to present candidates is inappropriate and will be a factor in determining any future professional relationship with the Firm. #LI-Hybrid