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Toronto | 5 + Years

The Corporate Law Clerk will be an integral part of the Corporate legal, as an important member of our clients five-person Corporate Legal team, you will be responsible for managing the enterprise’s Corporate function and supporting broker partners licensing activities and other strategic initiatives. This position is part of a dynamic, fast-paced and growing business.

RESPONSIBILITIES:

Corporate

• Assist senior law clerk in managing and providing comprehensive corporate support of/to subsidiaries (wholly owned and non-wholly owned)
• iaising where required with non-legal resources within subsidiaries involved in legal entity maintenance and other internal functional groups
• Responsibilities include:

o Assisting with the maintenance of corporate records, subsidiaries, including maintenance of minute books and the corporate entity database;

o Ensuring  subsidiaries are registered to do business and in good standing in all jurisdictions in which they operate;

o Providing support on all internal legal entity reorganizations;

o Drafting and obtaining signatures on corporate resolutions/approvals for specific transactions/ projects (internal or external) and support (e.g. drafting, reviewing, obtaining signatures, etc.) of other corporate documentation relating to such transactions;

o Preparing and circulating Board of Directors’ consent resolutions as required, and drafting proposed resolutions for Board meetings also as required;

• Assist senior law clerk in managing the legal aspects of: a) grants of stock options under the MIP, b) grants of share subscription rights under our clients ESPP, c) the issuance of shares in respect of vested options/subscription rights, including preparing and circulating for signature related documentation relating there to

• Assist senior law clerk with the management of the legal aspects of buy-backs and transfers of shares;
• Maintain up to date legal entity list and organization structure charts and corporate entity database;

LOCATION: Downtown Toronto, ON (Commerce Court West)(hybrid work opportunities available)

REPORTING TO: Senior Law Clerk, Corporate & Governance

• Respond to general inquiries from the business relating to legal entities and provide any information requested/required;

• Support audits (financial, tax, PE Sponsor, etc.) by providing corporate information required in connection with audit related activities;

• Oversee external legal resources in connection with the furtherance of the above, as required;

• Draft and/or review legal documents and resolutions and assisting with diligence to support, financings, corporate and restructuring matters; and,

• Implement and upkeep of corporate entity management database

Regulatory

• Interface with, and provide support to, resources within subsidiaries in connection with internal legal entity reorganizations with regulatory impacts and in connection licensing activities more generally, including, by providing relevant informational support.

• Assist senior law clerk in developing and maintaining a regulatory portal / database and associated materials for use by subsidiary resources on regulatory related matters.

• Perform various regulatory searches and respond to inquiries from the business relating status of licenses.

• Oversee external legal resources in connection with the furtherance of the above, as required.

M&A

• In addition to transaction related corporate secretarial related work (see above):

• Review proposed officers for impacts on regulatory licenses;

• Support the obtaining of required internal approvals; and

• Support integration of acquired companies into the corporate secretariat model by, among other things, updating trackers, coordinating transfers of minute books, etc.

RESPONSIBILITIES CONTINUED:

• Corporate Finance
• Support corporate finance initiative due diligence and other related matters, including, on corporate entity related aspects. Support would include but not limited to the review of exhibits and officer certificates.
• Support external counsel on the joinder of acquired companies to all secured debt facilities/bonds.
• Assisting treasury teams with bank account opening and KYC requests and requirements.

QUALIFICATIONS

• Law clerk designation from a recognized institute;
• >5 years of related work experience with experience;
• Strong interpersonal, verbal and written communication skills;
• Professionalism, ability to work independently and to take accountability for providing timely and accurate responses to inquiries from internal and external stakeholders
• Ability to work within tight deadlines, interface effectively with a broad array of internal client groups, functional support resources (corporate and local broker partner), external counsel, regulators and suppliers;
• Strong organizational, and drafting skills, including a rapid, problem-solving mindset.

For more information or to submit your CV to kgauthier@zsa.ca reference #33174