Ellenoff Grossman and Schole LLP

Job Title: Associate                                             Department: Corporate & Securities | SPAC

Reports to: Equity Partner                                  FLSA Type: Exempt    

Hours: 40 plus                                                     Shift: Hybrid 3 days in office; Monday mandatory

Years of experience: 2-5                                            

JOB SUMMARY                                                                                                                                       

The Corporate SPAC Associate works with Partners 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 SPAC Associate tasks include, but are not limited to, the following:

Capital Markets

• Advise 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.
• Draft, review and negotiate registration statements, private placement memorandum, purchase agreements, warrant agreements, convertible notes, registration rights agreements and other documents related to offerings of securities.
• Assist clients in forming new entities and negotiating with founders and investors to structure charters, bylaws, LLC agreements and other organizational documents.
• Draft and review comfort letters, circle ups, legal opinions and certifications.
• Work closely with issuers, investment banks, auditors and financial advisors to manage deal execution.
• Communicate with the SEC, FINRA and Stock Exchanges, as applicable, to obtain the required clearances.
• Participate in discussions regarding deal structuring and help Partners to think creatively to solve problems and reach closing.
• Review of diligence materials.
  
  
• Exchange Act, Stock Exchanges and Corporate Governance
• Draft proxy statements and assist issuers with annual and special meetings.
• Provide ongoing corporate governance guidance to issuers.
• Draft internal governance texts, policies and procedures required by regulatory authorities.
• Prepare and review issuer filings required by the Exchange Act, including, but not limited to, Forms 10-K, 10-Q, 8-K, and Section 16 filings.
• Ad hoc projects and assignments as assigned.

QUALIFICATIONS & EXPERIENCE

The below listed qualifications and experience are required to perform this job:

·       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 below listed competencies describes the skills, knowledge and behavior required to perform this job:

Ethics – Treats people with respect; keeps commitments; inspires the trust of others; sorks with integrity and ethically; upholds organizational values.

Interpersonal Skills – Focuses on solving conflict, not blaming; maintains confidentiality; listens to others without interrupting; keeps emotions under control; remains open to others' ideas and tries new things.

Judgement – Displays willingness to make decisions; exhibits sound and accurate judgment; supports and explains reasoning for decisions; includes appropriate people in decision-making process; makes timely decisions.

Project/Assignment Management – Develops project plans; coordinates projects; communicates changes and progress; completes projects on time; manages project team activities.

Problem Solving – Identifies and resolves problems in a timely manner; gathers and analyzes information skillfully; develops alternative solutions; works well in group problem solving situations; uses reason even when dealing with emotional topics.

Analytical – Synthesizes complex or diverse information; collects and researches data; uses intuition and experience to complement data; designs work flows and procedures.

Customer Service – Manages difficult or emotional customer situations; responds promptly to customer needs; solicits customer feedback to improve service; responds to requests for service and assistance; meets commitments.

Dependability – Follows instructions, responds to management direction; takes responsibility for own actions; keeps commitments; commits to long hours of work when necessary to reach goals; completes 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 ENVIRONMENT

In 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.