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Corporate Paralegal II

Job ID: 5177

Updated: Oct 7, 2019

Location: Houston, TX, United States

Category: Paralegal

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About Kirkland & Ellis

Kirkland & Ellis LLP is a preeminent, full-service law firm with offices around the world and a staff as diverse as the practice areas we support. Our clients range from Fortune 100 companies to medium and small corporations, financial institutions, and private equity firms.  Known for our commitment to excellence, Kirkland strives to provide superior service to our clients as well as our fellow employees. From Information Technology to Human Resources, Paralegal Services to Business Development, Kirkland offers non-attorney professionals challenging careers in a variety of functional areas. Whether starting or growing your career, Kirkland can offer a performance-driven culture filled with bright and innovative teams of co-workers.

Essential Job Functions

POSITION OVERVIEW

The Houston office of Kirkland & Ellis LLP is seeking an experienced Corporate Paralegal who will support multiple Corporate Partners focusing in Debt Finance and Mergers & Acquisitions and the overall practice on a variety of deals.

ESSENTIAL FUNCTIONS (This list is not exhaustive and may be supplemented and changed as necessary.)

Debt Finance:

UCC Matters:

  • Orders lien searches from vendor.
  • Reviews lien search results and prepare lien summary.
  • Reviews/Drafts UCC-1 financing statements and UCC-3 financing statements.

Organizational Documents and Good Standing Certificates:

  • Orders charters and good standing certificates from vendor.
  • Communicates any good standing status issues to K&E attorneys/company.
  • Determines actions needed to restore company’s good standing status.
  • Obtains bylaws/operating agreements from K&E attorneys.
  • Organizes charters, bylaws/operating agreements and good standing certificates on DMS.

Resolutions and Certificates:

  • Drafts resolutions, support certificates to K&E legal opinion, secretary’s certificates and officer’s/closing certificates.
  • Assists with distribution of resolutions, secretary’s certificates and officer’s/closing certificates to lender’s counsel for review.
  • Makes any necessary revisions to resolutions, secretary’s certificates and officer’s/closing certificates.

Original Collateral:

  • Obtains copies of original securities to be pledged (e.g., stock/unit certificates, notes).
  • Prepares stock certificate/unit certificate to be pledged and update ledger.
  • Drafts stock/unit powers and/or endorsements.
  • Assists with delivery of original securities to lender’s counsel.

Signature Pages:

  • Obtains director and officer lists for each loan party.
  • Prepares signature pages packets for attorney review.
  • Distributes signature page packets to signatories for execution.
  • Reviews and organize executed signature pages.

Closing Conditions:

  • Reviews closing checklist and conditions precedent section of loan agreement to determine closing deliverables.
  • Determines loan parties.

Closing:

  • Orders bring down letter.
  • Compiles closing deliverables (e.g., borrowing notice, secretary’s certificates, officer’s/closing certificates, perfection certificate, solvency certificate).
  • Distributes executed signature pages and closing deliverables to lender’s counsel (in escrow).

Post-Closing:

  • Saves executed versions and final versions of closing documents to subfolders on DMS.
  • Compiles and arrange for delivery of original executed signature pages and closing deliverables to lender’s counsel.
  • Prepares electronic copy closing sets.
  • Distributes original executed resolutions to the holder of the corporate minute books.

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)

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 a good amount experience in one or more areas including debt finance, M&A, private equity, asset-backed securitization, fund formation, investment management and/or venture capital. The ideal candidate will possess 3+ 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 certificate is preferred.

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.