Associate | Corporate | SPAC | Mid- Sr.

JOB SUMMARY

The Corporate SPAC Associate works with Partners in executing capital markets transactions and assisting clients in their compliance with SEC FINRA Stock Exchange and other securities-based legal requirements.

DUTIES AND RESPONSIBILITIES

The SPAC Associate tasks include but are not limited to the following:

Capital Markets

• Advise clients on initial public offerings (prior SPAC experience a plus) secondary offerings resales registered direct offerings PIPE financings private placements and other sales of securities.
• Draft review and negotiate registration statements private placement memorandum purchase agreements warrant agreements convertible notes registration rights agreements and other documents related to offerings of securities.
• Assist clients in forming new entities and negotiating with founders and investors to structure charters bylaws LLC agreements and other organizational documents.
• Draft and review comfort letters circle ups legal opinions and certifications.
• Work closely with issuers investment banks auditors and financial advisors to manage deal execution.
• Communicate with the SEC FINRA and Stock Exchanges as applicable to obtain the required clearances.
• Participate in discussions regarding deal structuring and help Partners to think creatively to solve problems and reach closing.
• Review of diligence materials.

Exchange Act Stock Exchanges and Corporate Governance

• Draft proxy statements and assist issuers with annual and special meetings.
• Provide ongoing corporate governance guidance to issuers.
• Draft internal governance texts policies and procedures required by regulatory authorities.
• Prepare and review issuer filings required by the Exchange Act including but not limited to Forms 10-K 10-Q 8-K and Section 16 filings.
• Ad hoc projects and assignments as assigned.

QUALIFICATIONS & EXPERIENCE:

Qualified to practice law in New York.

Active member in good standing with the New York Bar Association.

4-8 plus years of capital markets experience (prior SPAC experience a plus).

Strong drafting analytical and communications skills.

COMPETENCIES:

The competencies listed below describes the skills knowledge and behavior required to perform this job. The successful candidate for this position will:

Ethics: Treat people with respect; keep commitments; inspire the trust of others; work with integrity and ethically; uphold organizational values.

Interpersonal Skills: Focus on solving conflict not blaming; maintain confidentiality; listen to others without interrupting; keep emotions under control; remain open to others ideas and tries new things.

Judgement: Display willingness to make decisions; exhibit sound and accurate judgment; support and explain reasoning for decisions; include appropriate people in decision-making process; make timely decisions.

Project/Assignment Management: Develop project plans; coordinate projects; communicate changes and progress; complete projects on time; manage project team activities.

Problem Solving: Identify and resolve problems in a timely manner; gather and analyze information skillfully; develop alternative solutions; work well in group problem solving situations; use reason even when dealing with emotional topics.

Analytical: Synthesize complex or diverse information; collect and research data; use intuition and experience to complement data; design work flows and procedures.

Customer Service: Manage difficult or emotional customer situations; respond promptly to customer needs; solicit customer feedback to improve service; respond to requests for service and assistance; meets commitments.

Dependability: Follow instructions respond to management direction; take responsibility for own actions; keep commitments; commit to long hours of work when necessary to reach goals; complete tasks on time or notifies appropriate person with an alternate plan.

PHYSICAL DEMANDS

Described below are the physical demands required by an employee in order to perform essential functions of this job successfully. If needed reasonable accommodations may be established to enable individuals with disabilities to perform essential functions.

• Continually required to sit.
• Occasionally required to stand.
• Occasionally required to walk.
• Frequently required to utilize hand and finger dexterity.
• Frequently required to talk hear taste or smell.

WORK ENVIRONMENT

In performing the duties here in the employee is exposed to the below work environment conditions:

• Frequently a fast-paced environment determined by project to be completed.
• Frequently mid-paced environment on daily assigned projects.
• Occasional discomfort due to noise and temperature.
• Occasional pressure and mental fatigue due to the speed of the office tasks.
• Continual periods where the employee is expected to sit for a long period of time when necessary.

The above is intended to describe the general content of and requirements for the performance of this job. It is not to be construed as an exhaustive statement of duties responsibilities or physical requirements. Nothing in this job description restricts managements rights to assign or reassign duties and responsibilities to this job at any time. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.