Summary: Plays a key role in the VCNA Legal Department by providing legal support to the VCNA General Counsel and other VCNA in-house counsel by performing the following duties personally;
Essential Duties and Responsibilities:
Responsibilities include the following, though other duties may be assigned:
- Assist VCNA counsel and outside counsel with a variety of transactions
- Maintain corporate property ownership summary records
- Together with Legal Assistant and rest of legal team, arrange for execution of contracts and resolutions, within delegated authority. Follow-up to ensure timely return for processing through various stages. Distribute executed contracts to various parties. Create reminders for contract extensions, renewals, expiry, etc.
- Tracking of parent company approvals, deadlines, and step plans for requisite financial transactions.
- File Management and internal / external organization, execution and distribution of all required transactional documents
- Creation of closing agendas, step plans and compilation of full closing sets for transactions. Maintain and update VCNA Legal/Financing transaction summaries chart and binder
- Post-closing mapping/tracking of parties' obligations.
- Primary responsibility for Canadian companies with some secondary support of US Paralegal for US entities on occasion
- Minute books and corporate records, including:
- preparing shareholders and Board resolutions;
- maintaining minute books (soft and hard copies) and share ledgers;
- preparing officer's certificates;
- obtaining good standing certificates;
- completing annual filings, annual resolutions and change notices;
- maintaining and updating officer and director reports;
- updating and circulating corporate structure charts
- Assisting with corporate re-organizations and intercompany financings, issuance of dividends and distributions
- Co-ordinate with VCNA's auditors to provide information for quarterly and annual audits
- Co-ordinate and respond to VCNA's parent companies (Luxembourg and Brazil) to provide corporate information as requested
- Continuous and timely communication with parent company, regarding transaction approvals, parent company holdings, corporate governance and organization. Continuous tracking and timely follow ups for all transactions requiring parent company approvals.
- Track information regarding corporate ownership and monthly updates to internal structure charts.
- Draft and track all resolutions and consents regarding changes in corporate structure, transactional flow of funds, and any adjustments to the Board of Directors, Shareholders or Officers.
Contract Review: (dependent on experience and/or ability to develop requisite skills):
- Review and draft leases and licences
- Review a variety of types of agreements, under supervision of legal counsel, including the following:
- Prepare NDAs using VCNA precedents and review NDAs from third parties
- Review products sale, vendor supply agreements, and purchase orders prepared using VCNA precedents and review such agreements provided by third parties on their forms
- Draft releases, waivers for use of VCNA properties
- Review of banking documentation (e.g. new bank accounts, investment accounts)
- File management, and tracking progress and critical dates of litigation matters
- Communication with internal contacts and outside counsel to assist with discoveries, gathering of evidence, and any necessary affidavits or other required documents
- Maintain up-to-date litigation status reports from outside counsel
General / Administrative Responsibilities:
- Due diligence (compiling VCNA's records if VCNA is a vendor or assisting in due diligence if VCNA is a purchaser)
- Know Your Client Requests from banks and other financial institutions
- File creation and accurate input of data into file management system
- Tracking litigation matters and assisting outside counsel with discoveries, reviewing evidence and tracking critical dates for claim, defence, etc.
- Draft correspondence for issues involving Leases, Licences, Royalty Agreements and other types of agreements.
- File Management in Prolaw (electronic legal matter system) and some hardcopy files.
- Open new matters and sub-matters; maintain matters by populating tabs, filing, updating fields as needed, generating reports, reminders and closing matters.
This job has some supervisory responsibilities of students working in the Legal Department and in some cases providing instructions for certain legal work being performed for VCNA by outside counsel or paralegals.
- Graduation from an accredited Ontario Paralegal, or Law Clerk program with at least three to five years of related experience and/or training, ideally within a medium to large law firm or in-house; or equivalent combination of education and experience.
- Proficient with MS-Office Suite (PowerPoint, Excel, Word, Vizio)
- Experience with ProLaw or similar customizable document management platform
- Demonstrates excellent judgment and professionalism when dealing with internal and external clients
- Strong organizational and time management / multi-tasking skills
- Strong language (written/verbal) and communication skills
- Strong attention to details as well as analytical and problem-solving skills with creative thinking
- Strong desire to learn and ability to adapt to a changing work environment
- Ability to learn and keen interest in learning new tools and practices (including legal and contract management software applications)
- Should be proficient in French and English
- Fluency in Portuguese would be an asset