What are the responsibilities and job description for the Senior Corporate Paralegal position at Taylor Root?
Key Responsibilities
Public Company Governance
- Partner with the General Counsel and Corporate Secretary to oversee Section 16 and NYSE compliance, including drafting and filing SEC Forms 3, 4, and 5, as well as annual and ad hoc NYSE submissions such as affirmations and dividend notifications.
- Lead coordination efforts across internal teams and external vendors to prepare, file, and distribute the company’s annual proxy statement and related materials.
- Manage annual governance processes, including the Director and Officer Questionnaire and related party disclosures for proxy reporting.
- Maintain strong relationships with external partners such as the stock transfer agent, proxy solicitor, financial printer, and other vendors supporting proxy-related activities.
- Organize and prepare all documentation for the Annual Meeting of Shareholders, including post-meeting filings with the SEC and NYSE.
- Administer the Board Portal and serve as a point of contact for Board Members regarding governance, compliance, and compensation matters.
- Track and maintain accurate records of director and executive equity holdings, dividend reinvestment, and compensation data to ensure proper Section 16 reporting.
Corporate Governance
- Manage the company’s subsidiary governance, including drafting annual resolutions, maintaining the corporate database, and coordinating with international counterparts on entity upkeep.
- Support legal team with entity formation and dissolution filings for U.S. subsidiaries, including drafting foundational documents and issuing equity certificates.
- Draft and maintain corporate records such as meeting minutes, resolutions, consents, and certifications for both domestic and international entities.
- Oversee updates to the legal entity database (hCue), including conducting annual audits and managing jurisdictional filings.
- Liaise with corporate agents across various jurisdictions to ensure compliance and timely filings.
- Maintain minute books, stock ledgers, and other essential corporate records for U.S. entities.
- Facilitate the execution and distribution of notarized, apostilled, and certified documents as needed.
- Assist Tax and Treasury teams with entity-related transactions, KYC documentation, and guarantee agreements.
- Coordinate signatures from executives and directors on corporate documents.
- Ensure timely regulatory filings with the SEC and NYSE.
- Support attorneys in updating and maintaining corporate governance policies and procedures.
Equity Administration
- Assist in managing equity compensation plans and collaborate with transfer agents and internal legal teams.
- Monitor insider trading and ensure adherence to Section 16 regulations.
M&A and Financing Transactions
- Provide support during M&A and financing activities, including due diligence and document review.
- Act as the central coordinator for closing logistics, including obtaining signatures and good standing certificates.
- Contribute to post-transaction integration and restructuring efforts.
General Legal Support
- Work closely with outside counsel and internal departments such as Finance, Investor Relations, and HR on governance and transactional matters.