Corporate Counsel

Crowell & Moring LLP is an international law firm with offices in the United States, Europe, MENA, and Asia that represents clients in litigation and arbitration, regulatory and policy, intellectual property, and transactional and corporate matters. The firm is internationally recognized for representing Fortune 500 companies in high-stakes litigation and government-facing matters, as well as its ongoing commitment to pro bono service and diversity, equity, and inclusion. At Crowell & Moring, exceptional client service begins with exceptional people. We are committed to delivering responsive, high-quality, and professional service to our clients and to one another, while continuously elevating standards of excellence across every aspect of our work. Job Summary The Corporate Specialist is a member of Practice Support whose job function includes efficient and effective handling of advanced-level work. The Corporate Specialist is expected to use current skills and acquire new ones while working alongside the attorneys and other professionals in the Corporate Group, in order to complete client service tasks and initiatives for corporate clients of the Firm. The Corporate Specialist has a minimum billing requirement of 1600 hours per year. This is a hybrid position, three days in-office, and can be based at, either, our Los Angeles, San Francisco or Irvine offices. Job Responsibilities Assist attorneys and clients with handling significant matters and complex work Manage major corporate transactions, including mergers, acquisitions, reorganizations, capital markets transactions, and/or private equity/venture capital investments Manage due diligence efforts related to client transactions, including data room management, document retrieval, review and analysis Provide superior client service, including communicating and liaising directly with clients regarding firm activities, seeking guidance or direction from clients as/when necessary, or briefing clients regarding updates on their matters Serve as internal resource for assigned practice area, liaising within the Corporate practice group and throughout the firm Supervise any assigned Practice Support staff, including training, mentoring, monitoring workload and providing quality checks and feedback as needed Manage preparation of certificates of merger acceptable for filing in any US jurisdiction related to those transactions Prepare and maintain closing files for major corporate transactions including compiling closing sets, distribution of signature pages, and assisting with transaction closings or obtaining and coordinating notary services. Helpful if licensed notary. Provide substantive assistance in general or specific corporate work for firm clients and attorneys, including but not limited to the following as needed: entity formations of various types (including both for-profit and non-profit corporations, LLCs, LLPs, PCs, LPs, GPs, and Trusts) in US and foreign jurisdictions; adoption of stock option plans and preparation of stock option grant agreements thereunder; entity dissolution including foreign jurisdiction withdrawals, tax clearances, and dissolution in domestic jurisdiction; analysis of distressed trade and loan restructuring; updating and maintaining debt trading lists, management of client trades utilizing ClearPar, etc. Manage/oversee preparation of board resolutions, unanimous written consents, and board meeting minutes for routine corporate actions (e.g.: appointment of new or replacement officers or directors, amendments to certificates of incorporation or bylaws, and adoption of routine agreements) Manage/oversee stock issuances and transfers; prepare stock certificates; create and maintain capitalization tables and ledgers Manage/oversee routine annual filings required to maintain good standing status in any US jurisdiction Order, review and analyze UCC, lien and judgment searches; prepare UCC filings Manage/oversee filing of Form ID and notarized attestation letter to obtain SEC EDGAR access codes Manage/oversee filing of SEC Form D and corresponding state blue sky filing via the EFD for same. Perform complex and factual research, analysis and drafting of documents Maintain confidentiality of client information, including potentially material non-public information regarding publicly traded company clients Assist at client meetings as requested Knowledge, Skills And Abilities Demonstrated ability to communicate clearly and effectively, both orally and in writing. Strong working knowledge with respect to Carta, as well as Pulley, AngelList and Cake for cap management. Expert knowledge of relevant area of law re: Delaware and other state franchise tax, filings, formations and document/good-standing certifications. Must possess the interpersonal skills necessary to communicate information with tact and courtesy Strong attention to detail, including superior spelling and grammar Demonstrated ability to work effectively with others in a cooperative manner to accomplish position functions and participate in practice group efforts Demonstrated ability to manage workflow for Project Assistants and junior level Paralegals Demonstrated ability to work independently and organize and prioritize work in a dynamic and complex environment to meet deadlines and daily requirements Demonstrated ability to apply technical knowledge or guidance, analyze and interpret data from several sources, solve problems by applying precedent or extrapolating from previous experience Intermediate knowledge of Microsoft Office Suite (Word, Excel, PowerPoint, etc.) to produce quality written communications such as memos, spreadsheets, slides, and standard work documents. Demonstrated ability to analyze and interpret information from a variety of sources, apply critical and creative thinking to draw conclusions or develop solutions to complex problems Intermediate knowledge of relevant electronic resources including: SEC EDGAR database, VitalLaw, Litera Transact, High Q, TitanFile, Secretary of State databases and forms libraries, Corporate Focus, ClearPar, and LSTA and LMA market loan and trading regimes Proficient in Microsoft Word, Excel, PowerPoint, Adobe Acrobat XI Pro Ability to work outside regular hours as necessary Education This position requires a Bachelor’s degree. Post-graduate education may substitute for some work experience. Experience The position requires a minimum of seven years of increasingly responsible, directly related experience during which knowledge, skills and abilities applicable to the position were demonstrated. Directly relevant experience is required, as is demonstrated ability to independently perform required functions. Seven years of experience in corporate law department or legal services firm is preferred. Emerging Companies & Venture Capital practice area required. US Pay Range $150,000 - $220,000 – Los Angeles and Orange County, CA $160,000 - $250,000 – San Francisco Our Firm is committed to fair and equitable compensation practice in accordance with applicable laws. Additional compensation may include a discretionary bonus. The salary for this position may vary based on location, market data, an applicant’s skills and prior experience, certain degrees and certifications, and other factors. Crowell & Moring LLP offers a competitive compensation and comprehensive benefits package. Our benefits include healthcare, vision, dental, retirement, and all-purpose leave and progressive options such as back up childcare, wellness programs, cultural events and social activities. We take great pride in our positive, friendly culture that rewards hard work and success, at the same time recognizing the importance of family and community service. Pursuant to the San Francisco Fair Chance Ordinance, we will consider for employment qualified applicants with arrest and conviction records. U.S. Privacy Notice: U.K. Privacy Notice: EOE m/f/d/v Crowell & Moring LLP participates in the E-Verify program. #J-18808-Ljbffr