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Corporate Paralegal

Location:
Marietta, GA
Posted:
July 25, 2013

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Resume:

WENDY GRISSOM, CP

404-***-****

*************@*********.***

Enclosed please find for your consideration my introduction letter, resume and summation of

qualifications, I am seeking a position as a Corporate Paralegal. In 1997, I achieved a designation of Certified

Paralegal after completing accredited courses in Paralegal studies.

My proficiency is in corporate governance matters in private and public sectors with emphasis on

securities, board of director’s issues, routine and complex corporate tasks. My other in-house experience ranges

from; Corporate Governance, Board of Directors, Compliance/Regulatory, Contract Administration, Transactional

(M&A), IP matters and Litigation Management. In addition, I am a highly trained professional with top notch

administrative skills with a can-do-attitude who is professional and discreet.

Since 2009, I have been employed as a Contract In-House Corporate Paralegal on long-term assignments.

I have worked on numerous high-level projects as well as performing daily corporate tasks. I was appointed an

interim Assistant Corporate Secretary on one assignment.

From February 2007 through January 2009, I was employed at Mirant Corporation as an Assistant

Corporate Secretary/Paralegal. My primary role was overseeing compliance in the governance and securities areas

for 100+ companies. My work included both domestic and international companies. I coordinated the Board of

Directors and Committee meetings for each calendared meeting from start to completion.

Prior to permanent employment with Mirant, I worked as a Contractor for Mirant in the corporate

governance area assigned to numerous projects. Prior to Mirant, I worked as an Independent Paralegal Contractor

for 2 years on long-term assignments for organizations in a growth mode; my goal was to bring my many

resources and skills and assist companies in achieving positive results. I have extensive project based experience.

I have widespread internet experience in regards to research tools available regarding federal, state and

local laws and know how to interrupt and apply them. I also possess excellent verbal and written skills.

I look forward to meeting you in person and discussing my qualifications further in depth.

Sincerely,

Wendy Grissom

WENDY GRISSOM, CP

404-***-****

SUMMARY OF QUALIFICATIONS

Recognized by members of Senior Management and the Board of Directors for being detail-oriented and

exhibiting strong communication and organizational skills, timely responsiveness and creative solutions in the

performance of the duties as a Corporate Governance Paralegal.

CAREER HIGHLIGHTS/ACCOMPLISHMENTS

• Completing a high level technology project regarding entity management and board software

• A clear understanding of federal, state and local regulations for numerous regulated industries

• Vast research experience in corporate governance trends and methodologies

• Successfully performed Corporate Secretary/Paralegal functions for over 160 domestic and foreign

subsidiaries

• The ability to manage numerous high level projects while performing daily tasks efficiently

• Built successful relationships with Board of Directors and Senior Management

• Thorough knowledge and understanding of SOX compliance

EMPLOYMENT

Contract In-House Corporate Paralegal 2009-

Present

Mirant Corporation 2007- 2009

Manager, Corporate Secretary Services

o Ensure the company operated in compliance with its governing documents

o Oversaw corporate governance in the corporate and securities areas

o Drafted minutes of board and executive committee meetings, and ensure approval

thereof at subsequent meetings

o Certify to third parties as necessary the adoption and effectiveness of resolutions of the

board or a committee meeting

o Maintained the corporate records of the company (s), including annual reports and other required filings

o Managed 600 company trademarks and patents

Independent Corporate Paralegal Contractor 2004-2006

Two contract assignments

Beecher Carlson Insurance and Community Loans of America, Inc.

o Performed numerous regulatory tasks as it related to the insurance and title loan

industry. Including obtaining licenses and managing educational requirements

o Worked on disclosure agreements as it relates to title lending countrywide

o Acted as regulatory liaison for both companies when matters arose. Responded to state

agencies inquiries

o Prepared and reviewed numerous contracts for operations and the corporate office

o General corporate work as required

HJ Russell & Company 2002-2003

Corporate Paralegal

o Performed as Corporate Paralegal for 50+ subsidiaries and board of directors liaison

o Served as licensing coordinator for real estate business, airport restaurant and alcohol

licensing countrywide

o Served as sole source of corporate records information and maintained sole

responsibility for providing direction to other departments in the company

o Answered inquires of senior management, field personnel, all legal counsel, auditors

and other third parties

o Coordinated the provision of corporate organizational/governing documents and

direction related thereto during the due diligence, negotiation and closing phases of

various acquisitions/sales and refinancing transactions

o Authored resolutions and coordinated execution by parent board members to ensure

achievement of unanimous written consent in accordance with corporate law

o Assisted senior management in monitoring business activities to ensure compliance with

third party agreements and the company’s governing documents and policies

o Assisted company’s General Counsel in ensuring compliance documents were in order

Suburban Lodges of America 2000-2001

Corporate Paralegal

o Performed as Corporate Paralegal for 40+ subsidiaries

o Initiated and managed all business and state required licensing for hotel chain

business

o Served as source of corporate records information and maintained sole

responsibility for providing information to other areas of the company

o Filed annual reports and work closely with registered agent

o Coordinated the provision of corporate organizational/governing documents and

direction related thereto during the due diligence, negotiation and closing phases of

various acquisitions/sales and refinancing transactions

o Authored resolutions and coordinated execution by parent board members to ensure

achievement of unanimous written consent in accordance with corporate law

o Assisted senior management in monitoring business activities to ensure compliance

with third party agreements and the company’s governing documents and policies

o Assisted company’s senior financial officer and treasurer in ensuring compliance

with debt instruments

NCS Mortgage Services, Inc. 1997-1999

Corporate Paralegal

o Drafted corporate documents pursuant to statutory requirements; filed same with

Secretary of State

o Procured and managed real estate broker licenses countrywide

o Worked with brokers to ensure education and state requirements were adhered to

o Prepared applications for employer identification numbers

o Performed manual and automated legal research tasks

o Drafted client correspondence

o In connection with special litigation project: supervised and participated in

production of documents; coded corporate documents during expedited discovery

period; implemented database in order to track documents

o Maintained all files and legal library

o Edited and updated public relations and legal materials

o Entered, organized and edited information in company database

EDUCATION/CERTIFICATION

Paralegal Certificate, with Honors, Accredited. (90%GPA) 1997

The National Institute of Paralegal Studies, Atlanta, Georgia

Associates Degree, Finance

Miami Dade Community College, Miami, FL

Georgia Notary Public

COMPUTER SKILLS

Microsoft Office Package, SharePoint, Secretariat, GEMS, Board Works, Section 16 Direct, Romeo & Dye

Section 16 Software, LexisNexis, Westlaw, Pacer, CT Advantage and CSC Site. Internet Literate

In-House Qualifications (Domestic and International)

Contract Administration:

• Negotiate and draft contracts, amendments and schedules as required within company guidelines

including NDA’s, Confidentiality Agreements, Licensing Agreements, Real Estate Agreements and other

standard corporate agreements

• Establish compliance for on-going contractual obligations

• Established a standard forms file directory

• Archiving all original contracts, as well as preparing and preserving current operational contract files for

daily corporate operations

• Distribute documents, circulate, and initiate contract for signature and follow up regarding

correspondence to clients for counter-signatures on documents and/or contracts

• Support internal customers with full range of contract support and contract tracking. Interact with

members of operations department, project management, corporate officers, as well as other departments

as contracts and contract data are required

• Edit contract request for routine pre-approved changes to standard contracts

Corporate Governance:

• Formations (Countrywide)

• Dissolutions

• UCC Filings

• Mergers

• Conversions

• D/B/A initial registration and maintenance

• Name Changes

• Draft Secretary and Incumbency Certificates

• File Annual Reports, Maintain Licensing (all types)

• Obtain FEIN #s

• Draft By-Laws and Operating Agreements

• Registered agent liaison

• Prepare written consents/resolutions as it pertain to parent company and subsidiaries

• Overall corporate minute books management

Board of Directors:

• Set up quarterly and annual meetings (in-person and telephonically)

Preparing D&O questionnaires and compiling responses

• Draft agendas for meetings and work closely with in-house counsel

• Prepare board materials for board books (I have experience with hard and electronic board books)

• Manage board attendance as it pertains to board compensation and proxy

• Prepare quarterly board compensation through payment (retainer and meeting fees)

• Plan board logistics for meetings (hotel, car service, overall hospitality)

• Manage stock and equity options (work closely with HR on officers and directors incentive plans as it

pertains to SEC filings )

• Draft board resolutions as it pertains to equity grants

• Attend meetings and take minutes

• Work with Audit, Nominating and Governance, Risk and Compensation Committees Chairperson to

prepare information for meetings

• Address overall inquiries from board members

Securities:

• Assist staff attorneys in review of 8Ks, 10Qs and 10-K’s

• File Forms 3, 4, 5 (Section 16 and Romeo & Dye Software), managed filed SEC documents (retention)

• Work with accounting and internal reporting group to insure timely SEC filings

• Prepare in-house compliance paperwork

• Act as transfer agent liaison for company

• Worked closely with HR on officers and directors incentive plans as it pertains to SEC filings

• Maintained and tracked incentive balances in-house

• Identify and maintain information regarding company insiders

• Research on securities laws as required

Regulatory/Compliance

• Research federal, state and local laws to ensure company is in compliance with such laws

• Prepared numerous filing for FERC

• Actively involved with tracking regulatory trends related to our industry/company and making changes to

controls as warranted

• Work with internal audit to ensure controls are in place for outside auditing purposes

• Trained employees on compliance and regulatory matters as required

• Continue to review and make improvements as need to policies and procedures regarding compliance

• Work with other departments to ensure overall compliance

Transactions (M&A):

• Work with outside/inside counsel from deal inception through closing

• Prepare and review due diligence matters (coordinate and work with other departments)

• Prepare documents/resolutions related to the transaction (including setting up a data room)

• Seek board approval if required/draft resolutions

• Set up closing worksheets and files, manage in-house files and records, prepare closing binders

• Address post closing matters

Litigation:

• Respond to third party discovery requests, address subpoenas, gather production of documents

information/requests

• Work with insurance carriers on coverage

• Research and investigate potential experts, mediators, arbitrators and trial consultants

• Perform legal research using all available resources

• Assist attorneys in managing outside counsel

• Create and manage litigation log and calendar

• EEOC and employment issues

IP:

• Insure proper use of company trademarks and logos (i.e. on company website and day-to-day operations)

• Track and maintain trademark and patent renewals

• Complete state and local fictitious and assumed name filings

• Complete Affidavit Section 8&15

• Compile specimens for new trademark applications and renewals

• Work with inside/outside counsel to complete new applications and renewal registrations for trademarks

• Work with copyright company on licensing and on-going registration

Insurance

• Prepare initial and renewal applications

• Obtain certificates of insurance

• Maintain budget for insurance

• Work as broker’s and insurance company liaison

• File and manage claims, all lines

• Prepare audit and other quarterly and yearly information as needed for management

• Work with internal clients on claims investigations and insurance needs

• Work on insurance companies claims management systems

Accounting/Budgeting:

• Review and approve outside counsel legal invoices

• Work within department’s budget



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