Corporate Specialist

About the role

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.

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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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 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
• Absorb and 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