(i) utilizing legal experience in non-U.S. jurisdiction to: (a) draft cross-border transactional and investment agreements, including merger and acquisition documents, joint venture agreements, and distribution and licensing agreements, (b) advise on cross-border litigation, (c) consult and work with foreign correspondent counsel, (d) research and advise on matters of foreign law, including conflicts of law and comparative law issues, (e) draft basic U.S. corporate documents and review and advise on foreign equivalents (e.g., corporate articles and bylaws, buy-sell and stockholder agreements; confidentiality agreements; employment agreements; supply and manufacturing agreements; clinical trial agreements and written consent resolutions for common corporate actions), (f) establish, maintain and review stock ledger and corporate records, and (g) establish, maintain and review minute book records of board and stockholder meetings, (h) analyze and advise on tax aspects of cross-border transactions, and (i) advise on U.S. regulations applicable to cross-border transactions, including but not limited to Foreign Corrupt Practices Act, and (ii) analyze due diligence requests and work with client and other advisors in planning and implementing response; assist in preparing a “data room” or analyzing data room index, (iii) review due diligence materials, (iv) prepare for, participate in and facilitate closing, (v) prepare/draft basic ancillary agreements and certificates, including: closing checklists, bring-down certificates; stock certificates, promissory notes and other securities; board resolutions to approve corporate transactions, flow of funds memorandum, back-up to legal opinions, escrow agreements, and exchange agent agreements, (vi) prepare draft agreements for venture financing, (vii) legal research: identify relevant facts, locate relevant authority, and apply authority properly to facts presented, (viii) develop and apply working knowledge of various areas covered by Uniform Commercial Code, (ix) under guidance of supervising attorney, interact with clients to obtain information or respond to specific client inquiries, and (x) attend activities that enhance client relationships.
U.S. JD degree and three years’ international experience practicing law in a non-U.S. civil law jurisdiction. Must have proof of legal authority to work in the U.S.
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