Corporate Paralegal

Company Name:
Palo Alto Staffing Services
1. Corporate Maintenance Matters:
Minute book maintenance.
Stock certificate issuance and stock record maintenance, maintain stockholder lists.
Capitalization maintenance.
Drafting of board meeting minutes.
Drafting AWCs of the stockholders.
Draft annual capitalization audit letters pursuant to auditors? requests.
Drafting stockholder annual meeting minutes and related documents.
Coordination of annual franchise tax payments.
Foreign qualification filings.
2. Corporate Formation Matters:
Corporate name availability and reservation matters.
Employer ID number.
Draft formation documentation including Certificate of Incorporation, Bylaws, organizational minutes and foreign qualification filings ? all based upon the GD forms.
File Certificate of Incorporation and any foreign qualification filings.
Stock certificate issuance for founders? stock purchases, as applicable. Blue sky research and filings, as applicable.
Prepare California exemption filings (e.g., 25102(o) notice filings) for the initial plan adoption and any plan amendments later.
Coordinate Section 83(b) filings, who is responsible for these filings? (Associate is usually responsible for the Founders? Stock Purchase Agreements.)

3. Financings and Other Transactions including M&A:
Due diligence - usually regarding corporate maintenance matters; capitalization.
Assist/coordinate mailings to investors, board of directors and/or stockholders.
Draft board and stockholder consents and closing documents.
Coordinate signature pages.
Obtain good standing certificates.
Blue sky research and filings, as applicable.
Preparation of stock certificates.
Assist/coordinate mailings to investors of closing documents.
Closing books.
Associate is usually responsible for drafting the financing documents, including the GD opinion. Associate should be responsible for creating a document checklist and assignment of responsibilities. Associate is responsible for coordinating partner review and execution of the GD opinion.
4. Initial Public Offerings:
Most of the items listed under ?Financings and Other Transactions.?
Prepare overhang analysis.
Nasdaq Listing Application, obtain Nasdaq trading symbol, obtain CUSIP number.
Coordinate Bank Note and Transfer Agent fee proposals. Prepare Transfer Agent documents.
Prepare and track D&O Questionnaires, NASD Questionnaires and Lock-up Agreements. Prepare and track selling stockholder documents.

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