JOB SUMMARY

The Corporate Associate works with partners and other attorneys in executing capital markets transactions and assisting clients in their compliance with SEC, FINRA, Stock Exchange and other securities-based legal requirements.

DUTIES AND RESPONSIBILITIES

The Corporate Associate’s tasks include, but are not limited to, the following:

Capital Markets

• Advising clients on initial public offerings (prior SPAC experience a plus), secondary offerings, resales, registered direct offerings, PIPE financings, private placements and other sales of securities.
• Drafting, reviewing and negotiating registration statements, private placement memorandum, purchase agreements, warrant agreements, convertible notes, registration rights agreements and other documents related to offerings of securities.
• Assisting clients in forming new entities and negotiating with founders and investors to structure charters, bylaws, LLC agreements and other organizational documents. 
• Drafting and reviewing comfort letters, circle ups, legal opinions and certifications.
• Working closely with issuers, investment banks, auditors and financial advisors to manage deal execution.
• Communicating with the SEC, FINRA and Stock Exchanges, as applicable, to obtain the required clearances.
• Participating in discussions regarding deal structuring and help Partners to think creatively to solve problems and reach closing. 
• Review of diligence materials.

Securities

• Communicating with Partners related to SEC and FINRA.
• Drafting documents: prospectuses, registration statements, and proxy statements for review of Partner.
• Drafting/reviewing agreements, registration rights agreements, comfort letter and legal opinions.
• Draft on compliance documentation for NYSE and NASDAQ filings.
• Reviewing and/or preparing all public disclosure and securities filings, including, but not limited to proxy statements, Forms 10-K, 10-Q, 8-K, and Section 16 filings.Ad hoc projects and assignments as assigned.

QUALIFICATIONS AND EXPERIENCE

• Qualified to practice law in New York.
• Active member in good standing with the New York Bar Association.
• 2-5 plus years of capital markets experience (prior SPAC experience a plus).
• Strong drafting, analytical and communications skills.

COMPETENCIES

The competencies listed below describes the skills, knowledge and behavior required to perform this job. The successful candidate for this position will:

Ethics: Treat people with respect; keep commitments; inspire the trust of others; work with integrity and ethically; uphold organizational values.

Interpersonal Skills: Focus on solving conflict, not blaming; maintain confidentiality; listen to others without interrupting; keep emotions under control; remain open to others' ideas and tries new things.

Judgement: Display willingness to make decisions; exhibit sound and accurate judgment; support and explain reasoning for decisions; include appropriate people in decision-making process; make timely decisions.

Project/Assignment Management: Develop project plans; coordinate projects; communicate changes and progress; complete projects on time; manage project team activities.

Problem Solving: Identify and resolve problems in a timely manner; gather and analyze information skillfully; develop alternative solutions; work well in group problem solving situations; use reason even when dealing with emotional topics.

Analytical: Synthesize complex or diverse information; collect and research data; use intuition and experience to complement data; design work flows and procedures.

Customer Service: Manage difficult or emotional customer situations; respond promptly to customer needs; solicit customer feedback to improve service; respond to requests for service and assistance; meets commitments.

Dependability: Follow instructions, respond to management direction; take responsibility for own actions; keep commitments; commit to long hours of work when necessary to reach goals; complete tasks on time or notifies appropriate person with an alternate plan.

PHYSICAL DEMANDS

Described below are the physical demands required by an employee in order to perform essential functions of this job successfully. If needed, reasonable accommodations may be established to enable individuals with disabilities to perform essential functions.

• Continually required to sit.
• Occasionally required to stand.
• Occasionally required to walk.
• Frequently required to utilize hand and finger dexterity.
• Frequently required to talk, hear, taste or smell.

WORK ENVIRONMENTIn performing the duties here in the employee is exposed to the below work environment conditions:

• Frequently a fast-paced environment determined by project to be completed.
• Frequently mid-paced environment on daily assigned projects.
• Occasional discomfort due to noise and temperature.
• Occasional pressure and mental fatigue due to the speed of the office tasks.
• Continual periods where the employee is expected to sit for a long period of time when necessary.

The above is intended to describe the general content of and requirements for the performance of this job. It is not to be construed as an exhaustive statement of duties, responsibilities or physical requirements. Nothing in this job description restricts management’s rights to assign or reassign duties and responsibilities to this job at any time. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.