Contract Manager Corporate Paralegal

Michele Susan Shukait

***********@*********.*** 925-***-**** 2320 Frank Blondin Ln Tracy CA 95377

PROFILE

Corporate / IP Paralegal & Contracts Manager

I am a highly skilled paralegal professional with over two decades of corporate and Intellectual Property paralegal experience. I have worked in-house for a multi-national technology company as well as at top tier corporate law firms. I have comprehensive experience in public and private company corporate governance and transactional work. Additionally, I have extensive expertise in managing global compliance and commercial contracts review, negotiation and CLM software training. I am skilled in business process improvement that enhance organizational effectiveness, align with company strategic initiatives and support business model strategies. My industry experience is concentrated in the software, IT, energy, and cleantech sectors.

EXPERIENCE

Technology Transactions Paralegal Specialist 10/21 – 03/23

COOLEY LLP Palo Alto CA

Managed data rooms inclusive of coordinating software-based diligence reviews, as well as performed read outs and analysis of technology contracts in the diligence review process. Performed due diligence, including intellectual property chain of title research and UCC lien searches. Conducted additional searches on company’s intellectual property holdings. Analyzed intellectual property search results. Researched company background on the internet. Reviewed and executed IP assignments to ensure same were properly executed, notarized, stamped and witnessed. Coordinated closings and prepared post-closing integration M&A support.

Corporate Paralegal / Compliance and Contract Manager 03/19 – 10/21

ENERGY RECOVERY, INC. San Leandro CA

Reported to the General Counsel and interfaced with C-level executive management and the Board of Directors. Supported securities law compliance; that included: preparation and filing of the annual proxy statement, prepared and filed forms 3 and 4; managed Section 16 compliance, as well as and all other public company regulatory filings. Provided support for corporate governance matters; maintained minute books, created, and managed a compliance calendar. Assisted with the preparation and proofreading of board materials. Maintained the board meeting calendar. Filed subsidiary company annual reports. Coordinated the logistics for the annual stockholder meeting. Updated the director and officer questionnaires and made updates to the director/officer changes and the impacts on Section 16 filings. Secured necessary qualifications to do business in foreign jurisdictions. Tended to document authentication process, including notarization, apostille and legalization of foreign documents. Provided contract manager duties and supported a fast-paced global sales team. Managed the company’s contract management database that led to the streamlining of the internal and external contract life cycle process. Drafted and revised template contracts as well as made custom revisions and secured management and company stakeholders’ approval. Assisted with revising and negotiating complex commercial contracts that included: global sales agreements, nondisclosure, consulting, supply chain and inbound software license agreements (SaaS). Focused output on minimizing legal risks in warranties, indemnities, limitation of liability and intellectual property. Key contributor that provided support to the University sponsored research and collaboration projects. Close liaison with engineering management and Research & Development teams. Fluent knowledge of GDPR compliance and Data Privacy, including reviewing Data Processing Agreements (DPAs) for compliance. Performed anti-money laundering regulatory compliance with the Foreign Corrupt Practices Act (FCPA) and its international counterparts.

Master of Business Administration Student 10/2017 – 03/2019

SAINT MARY’S COLLEGE OF CALIFORNIA Moraga, CA

Senior Corporate Paralegal 03/2017 - 09/2017

HOPKINS & CARLEY Mountain View, CA

Assisted with all aspects of start-up companies’ business model support including formations, financings, debt financings, board actions, stock options, securities filings and record keeping; prepared Board and Committee meeting materials and minutes drafted board and shareholder resolutions; performed extensive due-diligence in connection with audit reviews, financings and buy and sell-side transactions.; authored deal analysis memos for the managing partner and was included in client meetings. Conducted factual and legal due diligence; authored due diligence analysis memos and reports; remediated issues; devised and implemented business and legal strategies to effectively close Merger & Acquisitions transactions.

Senior Corporate & Compliance Paralegal 01/2016 - 12/2016

PATTERN ENERRGY GROUP LP San Francisco, CA

Managed 150 domestic and foreign subsidiaries; performed regular due diligence and audit reviews with internal Executive Management and external auditors. Elected Corporate Secretary for all global subsidiary companies. Maintained global compliance; formed domestic and foreign legal entities; drafted, prepared and filed incorporation forms and operational documents, board and shareholder resolutions; managed performed duties as Dodd-Frank compliance specialist; assisted with buy and sell-side deal closings; performed extensive due-diligence and audit reviews; maintained parent and subsidiary organizational charts in connection with financings and entity restructurings; managed the “Know Your Customer” (KYC) diligence process with domestic and foreign banks and joint venture partners (front-line process manager of the Samsung Joint-Venture relationship); performed regular and timely upkeep and maintenance of corporate records and filings on multiple software platforms.

Senior Corporate / M&A Transactions Paralegal 07/2015 - 01/2016

ORRICK HERRINGTON & SUTCLIFFE San Francisco, CA

Managed and assisted with all aspects of start-up companies’ business model support including formations, financings, mergers and acquisitions, board actions, stock options, securities filings and record keeping; prepared Board and Committee meeting materials and minutes drafted board and shareholder resolutions; performed extensive due-diligence and audit reviews in connection with financings and buy and sell-side transactions. Draft operational documents; including Employment agreements, Operating and Consulting agreements.

Technology Transactions, Corporate and Intellectual Property Paralegal 07/2005-07/2015

FENWICK & WEST LLP Mountain View, CA

Hired as the firm’s first Licensing and Contracts Paralegal for its start-up practice group and reported to the managing partner. Performed in-depth due diligence analysis of target companies’ licensing and contracts portfolios based on my extensive contracts and licensing experience from Intel and Chevron. Key clients included Cisco, Symantec and Facebook as serial acquirers. Assisted with drafting transactional documents, managed data rooms, managed signing and closing mechanics, prepared closing checklists, assembled signature packages and managed through execution; effectuated timely filings, prepared closing files and volumes; managed post-closing integration matters. The Licensing Practice Group was built over 4 years and my paraprofessional role as a key contributor evolved into the development of a “document management review group (“DMR”). Conducted chain of title research on intellectual property rights and perfected the status; performed risk-strength based assessments of licensing and contracts portfolios; conducted audit reviews all in connection with the analysis and decision-making metrics for the acquisition of target companies. Perfected intellectual property chain of title issues; resolved conflicts and errors in corporate housekeeping matters; generated summary reports to management. Scheduled and managed diligence review meetings; prepared meeting materials and circulated accurate and timely reports to internal management and clients in line with deal management and roadmap execution. Performed corporate legal support in the areas of: Legal entity formations for domestic corporations and LLCs; drafted and prepared operational documents, board and shareholder resolutions; tended to subsidiary management. Prepared, processed and filed state, federal and regulatory filings; including UCC, foreign qualifications, annual reports, SS-4, Subchapter S and Section 16 filings. Provided supplemental support to the Copyright Practice Group; registered software and visual arts works; read and redacted computer source code (experience from source code licensing while at Intel Corporation); assisted with the registration of ~500 Apple copyright registrations. Central coordinator /project manager of a Fortune 500 network company’s investment portfolio.

Symantec-Veritas De-merger Secondment: 6-month Assignment from Fenwick

Lead Corporate Paralegal assigned to one of the firm’s key clients, Symantec Corporation. I worked with a dynamic cross-functional team to effectuate the de-merger of Symantec Corporation and Veritas Technologies Corporation. Key deliverables included successful separation of the 2 companies. Formation of legal entities on an international basis; replicated the corporate structure of the parent company and established the new corporate structure for the SpinCo operations. Analyzed large volumes of country-specific incorporation and post-incorporation documents and liaised with the internal executive management teams and coordinated the filings with outside counsel on a world-wide basis. Supported an extensive diligence and audit review process business, identified key issues for remedial action. Secured real estate leases on a domestic and international basis, and opened bank accounts for new entities. Coordinated and planned Board Meetings and assisted with the preparation and finalization of meeting materials and board and shareholder resolutions.

Senior Corporate Governance & Compliance Paralegal 10/2002 - 05/2005

CHEVRON CORPORATION San Ramon, CA

Managed the company’s Greenhouse Gas Emissions Licensing Program. Drafted the license agreement template and managed and negotiated custom terms with licensees that included the top oil and gas companies nationwide. Coordinated risk management metrics with the Executive Management team and department leaders. Contract Manager on the Toxic Tort Docket. Key responsibilities included factual and legal due diligence; analysis of liabilities. Prepared reports that summarized the relevant findings that pertained to apportionment of liabilities percentages. Maintained records for subsidiaries management, maintenance and dissolution; supported mergers & acquisitions due diligence. Worked closely with senior management and scheduled board meetings and various strategic committee meetings. Assisted with drafting and negotiating contracts through to management of the contract lifecycle.

Business Development Manager / Contract Manager / Hybrid IP Paralegal 02/1991 - 02/2002

INTEL CORPORATION Santa Clara, CA

As a Business Development Manager (06/1999-12/2001): Negotiated a wide range of technology agreements for use, sale, purchase and/or license of Intellectual Property (software and technology) and related services in the commercial and academic industries. Drafted, negotiated and implemented day-to-day customer agreements, including: Consulting, Development, Purchasing and Software Licenses (pre-release and commercial). Performed ongoing contract management. Analyzed business requirements, conducted research and developed business strategies for all phases of deal processes from inception through closing. Met with internal customers to understand and prioritize their strategic needs and translated into appropriate technology contracts. Assessed risks, developed and proposed strategies to Executive Management and Senior Leadership teams. Administered the Visiting Faculty program where University Professors were brought in-house on a consultant basis and participated in the development of key technologies and software programs.

As a Contract Manager / Hybrid Paralegal (02/1991-06/1999): The Intel Legal Department (ILT) was a start-up legal team that grew from 22 members to over 200 during my tenure. Reliance on outside counsel was reduced with the growth of the internal legal department. I was a key contributing member to the development and implementation of key corporate strategies. Owned and implemented, with minimal supervision, day-to-day customer agreements from conception to signature; that included non-disclosure, consulting, development, purchasing and OEM software licenses (pre-release and commercial). Analyzed business requirements, conducted research and developed business strategies during the deal process. Performed investigative research, including risk assessment analysis on both business and legal issues, and presented written proposals to senior management, obtained buy-in and carried through to resolution. Interfaced with key OEMs and software vendors during product design and pre-release phases to facilitate the installation of requisite confidentiality agreements and software licenses. Managed the Intel Invention Disclosure program for patent filings worldwide (70+ countries). Managed the patent committee meetings, served as liaison between in-house inventors, internal legal team and outside counsel. Manage the patent filings and docket. Developed and delivered training in the areas of Intellectual Property protection.

SPECIAL PROJECTS:

Certified Training Instructor 1994 - 2001

INTEL UNIVERSITY Santa Clara, CA

Taught and advised students. Managed technology management projects and platforms

Designed lesson plans and developed course curriculum for legal training programs

Co-Managed the custom development of enterprise applications for Customer Relations Management

Oversaw web site design and the development of training materials and courses

Established relationships with and managed vendors. Assisted in contract negotiations

Training Instructor 2019 - Present

ENERGY RECOVERY INC. San Leandro, CA

Train the global sales team, internal business groups and new hires on the custom configured contract management database

Designed training materials and created video user tutorials

TECHNICAL PROFICIENCIES

Apps / Databases Microsoft Word, Outlook, Power Point, Excel, Adobe Acrobat, CobbleStone (CLM software), Wdesk (Workiva), CapMx / Solium, Zoom, Share Point, Box and Merrill data rooms

EDUCATION

B.A. Management Leadership Program Saint Mary’s College Moraga, CA

Paralegal Certificate Santa Clara University Santa Clara, CA (certified Paralegal)

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