Corporate Senior Paralegal

ARNOLD & PORTER LLP; San Francisco (CA); Hybrid; USD 99,000 - 140,000; Full time

Benefits offered by this job

Overtime eligible

Discretionary annual bonus

Equal opportunity employer

Job summary

Arnold & Porter LLP seeks a Senior Paralegal for our Corporate Practice Group, supporting corporate and finance transactions across San Francisco, Seattle, or Silicon Valley offices. You will work closely with attorneys and practice specialists on governance, entity management, and transactional support.

The ideal candidate has seven years of experience, EDGAR proficiency, and familiarity with equity plans; strong organizational and communication skills; notary eligibility; and flexibility to

Qualifications

• Minimum of seven (7) years of experience supporting corporate and finance legal matters.
• Experience with EDGAR required.
• Demonstrated experience managing complex transactions and corporate governance activities.
• Must possess or be eligible to obtain a Notary commission in the state where based.

Responsibilities

• Transactional Support: support attorneys through all phases of corporate and finance transactions, including due diligence, document preparation, closings, and post-closing activities.
• Coordinate and prepare transaction closing documents and closing sets.
• Review and organize due diligence materials and maintain transaction records.
• Corporate Governance & Entity Management: prepare and file entity formation documents, including organizational certificates, bylaws, operating agreements, organizational minutes, amendments, qualifications, annual reports, dissolutions, and related filings, including blue sky and federal securities filings.
• Form legal entities and obtain certificates of good standing and other corporate certificates.
• Prepare stock certificates, promissory notes, and related corporate documentation.
• Complete IRS Form SS-4 applications and obtain EINs.
• Coordinate annual reports and state compliance filings across multiple jurisdictions.
• Draft annual resolutions, written consents, notices, authority documents, officer certificates, incumbency certificates, and other governance materials.
• Maintain entity records and electronic databases tracking ownership structures, management information, assets, and key organizational details.
• Emerging Companies and Venture Capital: manage and maintain corporate records, capitalization tables, and equity ownership information.
• Assist with the administration of equity incentive plans, including stock option grants, restricted stock awards, vesting schedules and related documentation.
• Prepare and coordinate board and stockholder approvals for equity issuances, option grants, financings, and other corporate actions.
• Support venture capital financing transactions by maintaining, reviewing and reconciling capitalization data, preparing closing checklists and coordinating updates.
• Monitor equity plan compliance and maintain records related to stock issuances, option exercises, and securities law filings.
• Finance & UCC Matters: prepare and file UCC-1 Financing Statements and UCC-3 Amendments, Continuations, and Terminations.
• Order, review, and analyze federal, state, and local UCC, lien, and litigation searches.
• Prepare status reports and summaries related to search results and filing activities.
• Client Service & Practice Support: manage audit letter requests, including due diligence review, drafting responses, and coordinating distributions.
• Maintain client files, minute books, and corporate records.
• Coordinate with service providers regarding entity filings, qualifications, dissolutions, withdrawals, annual reports, and UCC matters.
• Maintain investor subscription materials and electronic records.
• Create ownership and organizational structure charts using Microsoft PowerPoint.
• Track and process vendor invoices and client disbursements.
• Record billable time and maintain detailed matter-related records.
• Provide notary services as needed.

Skills

Attention to detail

Organizational skills

Project management

Communication skills

Independent work

Education

High school diploma

Bachelor’s degree preferred

Tools

EDGAR

Carta

Job description

Arnold & Porter is seeking a highly skilled Senior Paralegal to join our Corporate Practice Group. This position may be based in our San Francisco, Seattle, or Silicon Valley office and will work closely with attorneys and practice specialists to support sophisticated corporate and finance transactions.

The ideal candidate will bring significant experience in corporate governance, entity management, and transactional support, along with exceptional organizational skills and attention to detail.

Key Responsibilities

Transactional Support

• Support attorneys through all phases of corporate and finance transactions, including due diligence, document preparation, closings, and post-closing activities.
• Coordinate and prepare transaction closing documents and closing sets.
• Review and organize due diligence materials and maintain transaction records.

Corporate Governance & Entity Management

• Prepare and file entity formation documents, including organizational certificates, bylaws, operating agreements, organizational minutes, amendments, qualifications, annual reports, dissolutions, and related filings, including blue sky and federal securities filings.
• Form legal entities and obtain certificates of good standing and other corporate certificates.
• Prepare stock certificates, promissory notes, and related corporate documentation.
• Complete IRS Form SS-4 applications and obtain Employer Identification Numbers (EINs).
• Coordinate annual reports and state compliance filings across multiple jurisdictions.
• Draft annual resolutions, written consents, notices, authority documents, officer certificates, incumbency certificates, and other governance materials.
• Maintain entity records and electronic databases tracking ownership structures, management information, assets, and key organizational details.

Emerging Companies and Venture Capital

• Manage and maintain corporate records, capitalization tables, and equity ownership information.
• Assist with the administration of equity incentive plans, including stock option grants, restricted stock awards, vesting schedules and related documentation.
• Prepare and coordinate board and stockholder approvals for equity issuances, option grants, financings, and other corporate actions.
• Support venture capital financing transactions by maintaining, reviewing and reconciling capitalization data, preparing closing checklists and coordinating updates.
• Monitor equity plan compliance and maintain records related to stock issuances, option exercises, and securities law filings.

Finance & UCC Matters

• Prepare and file UCC-1 Financing Statements and UCC-3 Amendments, Continuations, and Terminations.
• Order, review, and analyze federal, state, and local UCC, lien, and litigation searches.
• Prepare status reports and summaries related to search results and filing activities.

Client Service & Practice Support

• Manage audit letter requests, including due diligence review, drafting responses, and coordinating distributions.
• Maintain client files, minute books, and corporate records.
• Coordinate with service providers regarding entity filings, qualifications, dissolutions, withdrawals, annual reports, and UCC matters.
• Maintain investor subscription materials and electronic records.
• Create ownership and organizational structure charts using Microsoft PowerPoint.
• Track and process vendor invoices and client disbursements.
• Record billable time and maintain detailed matter-related records.
• Provide notary services as needed.

Qualifications

• High school diploma required; bachelor’s degree strongly preferred.
• Minimum of seven (7) years of experience supporting corporate and finance legal matters.
• Experience with EDGAR required.
• Experience with Carta a plus.
• Demonstrated experience managing complex transactions and corporate governance activities.
• Exceptional organizational and project management skills with the ability to prioritize competing demands in a fast-paced environment.
• Strong analytical, critical thinking, and problem-solving abilities.
• Excellent written and verbal communication skills.
• Proven attention to detail and ability to identify and address complex legal and procedural issues.
• Strong interpersonal skills and a commitment to professionalism, collaboration, and client service.
• Ability to work independently while managing multiple deadlines and priorities.
• Flexibility to work overtime, including evenings and weekends, and travel as needed.
• Must possess, or be eligible to obtain, a Notary commission in the state where the position is based.

Join Arnold & Porter and become part of a collaborative team supporting sophisticated corporate and finance transactions for leading clients across industries.

The anticipated base salary for this position is $98,852 to $140,000. The actual base salary offered will depend on a variety of factors, including without limitation, the qualifications of the individual applicant for the position, years of relevant experience, level of education attained, certifications or other professional licenses held, and if applicable, the location in which the applicant lives and/or from which they will be performing the job.

As a nonexempt position, this position is eligible for overtime.

The firm may provide a discretionary bonus annually.

Arnold & Porter is an equal opportunityemployer that does not discriminate on the basis of race, color, creed, religion, national origin, sex, pregnancy and childbirth (including breastfeeding and related medical conditions), age, marital or partnership status, familial status, sexual orientation, gender, gender identity, gender expression, transgender, physical or mental disability, medical condition, family leave status, citizenship status, immigration status, ancestry, genetic information, military or veteran status, or any other characteristic protected by local, state or federal laws, rules or regulations. Our Firm's equal opportunity policy applies to all employment practices and terms and conditions, including, without limitation, recruitment, employment, assignment, training, compensation, benefits, promotions, disciplinary action and terminations. For purposes of the firm's Anti-discrimination and Anti-harassment Policies, the term "race" includes, without limitation, traits historically associated with race, including, but not limited to, hair texture and protective hairstyles, such as braids, locks, and twists.

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Arnold & Porter Kaye Scholer LLP uses E-Verify, which is a web-based system, to confirm the eligibility of our employees to work in the United States. As an E-Verify employer, we verify the identity and employment eligibility of newly hired employees by electronically matching information provided by employees on the Form I-9, Employment Eligibility Verification, against records available to the Social Security Administration (SSA) and the Department of Homeland Security (DHS). We use E-Verify because we are a federal contractor containing the Federal Acquisition Regulation (FAR) E-Verify clause. Please see the posters for details regarding E-Verify or contact Arnold & Porter Kaye Scholer LLP’s Human Resources Department for more information. E-Verify Participation Poster and Right-to-work Poster.