Senior Corporate and Securities Paralegal
Resume:
NORA H. HERNANDEZ
DAWSONVILLE, GA 30534
**************@*****.***
PROFESSIONAL EXPERIENCE:
DISPERSIVE TECHNOLOGIES, INC., Alpharetta, Georgia, February 2015 to Present
SENIOR PARALEGAL, INVESTOR RELATIONS and OFFICE MANAGER (STARTUP COMPANY)
Investor Relations
oExecuted various key processes in support of Investor Relations including:
Subscription Agreement Process.
Investment Wire Receipt Process.
Record Investment Process.
Certificate Preparation Process.
Send Certificate to Investor Process.
Enter the new Investments in the Investor Database Process.
oResponsible for documenting, communicating and requesting signatures for Stock Options.
oServe as the implementer of the Investor Communication Process.
oWork directly with key investors to support their investments.
Investor Database
oExecuted various key processes in support of the Scrubbed Data information for the database:
Located prior year Subscription Agreements, Advices and Stock Certificates to facilitate populating the Investor Database. In addition, created Investor packets for over 235 Investors.
Located and analyzed data to determine source of missing and inaccurate Investor transactions. Worked directly with the Dispersive Technologies Accounting team, Bank of America, various Investors and Advisors to validate information.
Scanned and consolidated Investor specific documentation to store on SharePoint and link to Accounts for tracking (ex. Subscription Agreement, CEO’s Signature to the Stock Purchase Agreement, Advice and Stock Certificate).
Added new accounts and transactions of all 2015 investments to the database.
Various other research for the database.
Corporate Governance
oBoard of Directors
Board meeting preparation.
Liaison for the Board of Directors.
oCorporate Documents
Located all Dispersive Entities filings with the various Secretary of States.
Created a Table of Contents and organize the Corporate Minute Books.
Responsible for the maintenance of Dispersive Corporate Minute Books.
Researched and Located Dispersive Entity Filing history and prepared a powerpoint document that consists of the History of the Dispersive Name Changes and filings.
Responsible for the Secretary of State Filings (SOS) for the Dispersive domestic entities and foreign qualifications.
Work with our Registered Agent for the Dispersive Entities.
Researched and negotiated a great deal for an appropriate Registered Agent for all Dispersive Entities so that we were not using individuals.
Work with the Registered Agent on various SOS filings and requirements.
Private Placement Memorandum.
Employee Stock Option Exercise Process.
Response for the Organizational Chart.
oIntellectual Property
Created a process for the maintenance of the Patents and Trademarks.
Responsible for the maintenance of the Patents and Trademarks.
Working with outside counsel on the preparation and filings of the Patents and Trademarks.
oSmartsheets
Implemented a project management process with Smartsheets.
Maintain and lead of various projects with Smartsheets.
oOffice Manager duties
Implemented many processes such as where to order office supplies, federal express account and employee expense reimbursements, etc.
ASBURY AUTOMOTIVE GROUP, INC., Duluth, Georgia, January 2014 to October 2014 (Took time off due to moving from Buckhead to Cumming, Georgia)
SENIOR CORPORATE AND SECURITIES PARALEGAL
Gathering and analyzing information required to draft Board and Committee agendas.
Preparing Board and Committee meeting materials, including detailed agendas and board books.
Managing, developing and implementing procedures to coordinate the preparation for the Board of Directors and Committee meetings. This includes the management and evaluation of the venues, logistics, staff, meeting planning, future Board Calendars and communication to the Chairman and CEO, General Counsel and Asbury Board of Directors.
Preparing and Maintaining documents relative to corporate governance including Board of Directors Master Calendar, Current Board Experience, Board Tenure Chart, etc.
Preparing and filing Form IDs to obtain access codes for EDGAR.
Managing the administration of cash and equity compensation for directors including the processing, recording and reporting of compensation-related actions taken by directors and Section 16 officers including filing of documents with the SEC (ie forms 3, 4 and 5). (Romeo and Dye Section 16 Filer).
Preparing 8-K’s.
Liaise and file materials with ISS, Romeo and Dye Section 16 Filer, NYSE, etc. to ensure that the company information is current and accurate.
Facilitating Proxy process related to Board and Committee activities, Annual Meetings, etc.
Coordinating proxy process with parties involved in producing the proxy – develop and maintain proxy process calendar. Working with equity manager and transfer agent to coordinate all mechanical aspects of Annual Meeting and Proxy, including mailing, voting, and script. Filing of Proxy.
Preparing annual shareholder resolutions, board minutes and written consents, preparing and filing annual reports for Asbury and subsidiaries, secretary and incumbency certificates, etc.
Preparing, maintaining and managing corporate/legal records, documents and entity information for all corporate subsidiaries (foreign and domestic), maintaining and managing the books for Asbury and subsidiaries. (CSC Entity Database Management).
Managing corporate subsidiaries and coordinate with colleagues on subsidiary matters that include statutory filings, business registrations, qualifications, dissolutions, election of directors and officers, etc.
LENNAR CORPORATION, Miami, Florida, September 2013 to December 2013 (relocated due to husbands business)
SENIOR CORPORATE AND SECURITIES PARALEGAL
Corporate compliance/database management for 600+ subsidiary entities.
File annual reports; comply with corporate formalities.
Plan and oversee annual stockholder meeting for a publicly traded company.
Track stock ownership.
Act as chief point of contact with stock transfer agent.
Manage proxy process.
Administrative point of contact for board of directors.
Oversight and compliance of director compensation policies.
Assist General Counsel/Secretary in planning regular board of directors meetings and preparing all relevant documentation thereto.
Oversee SEC §16 compliance.
Conduct electronic filings of all Officer and Director forms required by the SEC.
Transactional Matters.
Should have general familiarity with real estate transaction process.
Maintain records of all corporate authorizations/approvals related thereto.
HARLEY-DAVIDSON, INC., Milwaukee, Wisconsin, March 2012 to July 2013
SENIOR CORPORATE PARALEGAL, CORPORATE GOVERNANCE
Gathering and analyzing information required to draft Board and Committee agendas.
Preparing Board and Committee meeting materials, including detailed agendas and board books.
Managing, developing and implementing procedures to coordinate the preparation for the Board of Directors and Committee meetings. This includes the management and evaluation of the venues, logistics, staff, meeting planning, future Board Calendars and communication to the Chairman and CEO, General Counsel and Harley Board of Directors.
Preparing and Maintaining documents relative to corporate governance including Board of Directors Master Calendar, Current Board Experience, Board Tenure Chart, etc.
Preparing and filing Form IDs to obtain access codes for EDGAR.
Managing the administration of cash and equity compensation for directors including the processing, recording and reporting of compensation-related actions taken by directors and Section 16 officers including filing of documents with the SEC (ie forms 3, 4 and 5). (hCue database).
Preparing and filing 8-K’s with Webfilings Database.
Liaise and file materials with ISS, hCue, NYSE, etc. to ensure that the company information is current and accurate.
Facilitating Proxy process related to Board and Committee activities, Annual Meetings, etc.
Coordinating proxy process with parties involved in producing the proxy – develop and maintain proxy process calendar. Working with equity manager and transfer agent to coordinate all mechanical aspects of Annual Meeting and Proxy, including mailing, voting, and script. Filing of Proxy (Webfilings Database).
Preparing annual shareholder resolutions, board minutes and written consents, preparing and filing annual reports for Harley and subsidiaries, secretary and incumbency certificates, etc.
Preparing, maintaining and managing corporate/legal records, documents and entity information for all corporate subsidiaries (foreign and domestic), maintaining and managing the books for Harley and subsidiaries. (hCue database).
Managing corporate subsidiaries and coordinate with US and international colleagues on subsidiary matters that include statutory filings, business registrations, qualifications, dissolutions, election of directors and officers, etc.
CARNIVAL CORPORATION, Doral, Florida, August 2010 to August 2011 (Took time off from legal to open my own Fitness Studio)
SENIOR CORPORATE PARALEGAL
Preparing annual shareholder resolutions, board minutes and written consents, obtaining good standing certificates for closings, preparing and filing annual reports for subsidiaries and company, maintaining and managing the books for subsidiaries and company.
Preparing and filing with the SEC forms 3, 4, 5 for reporting insiders, assisting in production and distribution of Annual Report and drafting and reviewing proxy statement.
Maintaining corporate database (Bridgeway’s Secretariat) for subsidiaries and company.
Working on administration and implementation of the Corporate Compliance program.
Working with outside counsel regarding reviewing and processing of liquor licensing for cruise ships, trademark and domain filings, various licenses, cease and desist letters and much more.
PERETZ, CHESAL & HERRMANN, PL, Miami, Florida, March 2010 to August 2010
TRADEMARK PARALEGAL
Managing all aspects of the U.S. and International trademark portfolio including the preparation and filing of trademark applications, office action responses, notice of publications, statements of use, extensions of time and renewals.
Maintaining PATTSY docketing system.
Managing and docketing trademark opposition and cancellation proceedings.
GREENBERG TRAURIG, P.A., Houston, Texas (3.5 years) and Miami, Florida (2 years), March 2004 to November 2009
SENIOR CORPORATE PARALEGAL/NATIONAL CORPORATE MANAGER/AUDIT SUPERVISOR
Supervising the paralegals and paralegal clerks with the audits by maintaining the appropriate work balance, training, counseling and ensuring the productivity and efficiency of the audits. Liaison for the attorneys for the audits.
Prepared formation/incorporation documents for new entities including filing said documents in various states, many in the state of Delaware, preparing and filing qualifications, draft bylaws or limited liability company agreements, draft organizational consents, drafting minutes and maintaining minute books for major clients and stock ledgers, preparing organization documents, including stock certificates and stock ledger for various jurisdictions, prepared and file Form SS-4s to obtain EINs, as well as other tax related forms, ordered lien searches and summarized lien search results, prepared and filed UCC statements, amendments and termination statements, reviewed collateral description, prepared and filed statutory filings, including amendments, mergers, and dissolutions, worked with Delaware franchise taxes, extensively involved in the preparation for major transactional closings, addressed all post-closing issues, prepare and file annual reports, maintain and manage the annual reports for all of Greenberg’s various locations.
Prepare and file with the SEC forms 3, 4, 5, and 8-K. Obtain Edgar Codes and update Edgar Passcodes. SEC research and file SEC registration statements.
GUNSTER, YOAKLEY & STEWART, P.A., Miami, Florida
February 2002 to February 2004 (CORPORATE AND TRADEMARK PARALEGAL)
NANOVATION TECHNOLOGIES, INC., Miami, Florida and then the company relocated me to
Northville, Michigan, May 2000 to July 2001
IN-HOUSE SENIOR CORPORATE/INTELLECTUAL PROPERTY PARALEGAL FOR $100 MILLION FIBER OPTICS START UP, DUTIES INCLUDED:
Solely executed all legal activities in the Northville, Michigan facility due to the fact that the company attorney resided and operated out of the Miami, Florida office.
Issued and transferred stock, prepared stock and shareholder registers and maintained the shareholder files.
Issued and transferred warrants, maintained the warrant files and kept track of deadlines for execution of warrants.
Maintained the due diligence binder, contract binder and the corporate minute books.
Maintained the official repository of all of Nanovation’s agreements (NDA’s, employment agreements, supply agreements, vendor agreements, severance agreements, etc.)
Establishment and maintenance of the intellectual property docket as well as prepared and processed support documents and correspondence for patent and trademarks throughout the world.
RUDEN, McCLOSKY, SMITH, et al, P.A., Miami, Florida, January 1998 to May 2000
CORPORATE PARALEGAL
MICHAEL, BEST & FRIEDRICH, Milwaukee, Wisconsin, May 1994 to July 1997
CORPORATE/INTELLECTUAL PROPERTY PARALEGAL
SKILLS:
Microsoft Office (Word, Outlook and Excel), Windows XP Professional, WordPerfect)
Smartsheets (Project Management Tool); Sharepoint; Investor Database;
Document Management DocsOpen; hCue Database (Entity Manager, SEC Compliance, etc.); Romeo and Dye Section 16 Filer; Webfilings; BoardVantage; BoardWorks; CSC Entity Management Database; Fidelity Database; Adobe Acrobat/PDF Converter Enterprise; FileSite; Groupwise; Legal Key Conflicts; Corporate Audit Administration; Livedgar, Edgar Management and Edgar Online forms, PATTSY Program; Westlaw; Bridgeway Secretariat; Sharepoint; Investor Database; docusign
ACKNOWLEDGEMENTS:
Member of NALA (The National Association of Legal Assistants, Inc.)
Georgia Association of Paralegals
Practicing Law Institute Certifications: Annual Disclosure Documents 2012; Preparation of Disclosure Documents; Annual Meeting and Regulatory Developments; Understanding the Securities Laws 2012
HDI Project Management Methodology Associate Certificate Course
Seven (7) CI Recognition Awards at Harley Davidson
Notary Public
Member of the National Technology User Group at Greenberg Traurig.
Certificate for attending the seminar on The Paralegal’s Role in SEC Filings (Edgar) and Blue Sky Laws.
**In the process of studying for the NALA Exam for Paralegals.
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