Job
Title: Commercial Associate
Job Ref.: BMES-292851
Department: Commercial
Location: Nairobi
Position Reports to: Managing Partner
Position May Accept work from: Other Staff on shared responsibilities.
Position Supervises: May be
responsible for assigning, directing, and reviewing the work of other support
personnel. Job Ref.: BMES-292851
Department: Commercial
Location: Nairobi
Position Reports to: Managing Partner
Position May Accept work from: Other Staff on shared responsibilities.
Job
Purpose: Handle
all corporate and commercial transactions including the preparation of
documents necessary to comply with legal requirements in the conduct of
business activities.
Working Relations
Internal Relations
Working Relations
Internal Relations
- All
company staff
External
Relations
- Court
Registries
- Suppliers
- Government
Offices
- External
Advocates
- External
Court Clerks
Key
Responsibilities
General
General
- Provide
legal advice on commercial and corporate transactions.
- Conduct
legal research.
- Draft
correspondence.
- Prepare
summaries of transactions.
- Draft
legal opinions and maintain legal opinions database.
Real
Estate Practice
- Client
is Seller/Buyer
- Meet
with client for initial facts investigation.
- Conduct
initial search, and order official search from county and/or national
government –Other necessary searches to determine any liens against
non-real property collateral –Certificate of good standing for a
corporation or limited liability company or certificate of registration
for limited partnership from state of formation—if not qualified or
formed, handle filing of papers with Registrar–if qualified in other
states, obtain certificates of status from those states –Payoff letters
from current lenders –Lien waivers, owner's and/or contractor’s
affidavits, as necessary in new construction –Leases presently affecting
the property –Back-up information for opinion letter, including
certificate confirming zoning, copies of appropriate zoning regulations and
certificates from buyer/seller (i.e., confirming purchase/selling
authority, certifying copies of partnership agreement or bylaws of
corporation, incumbency certificate for parties to be signing documents,
etc.)
Draft
contract.
- Coordinate
with other parties, make changes to contract, and handle execution of
contract and escrow of money deposit.
- Review
contract for critical dates and prepare critical dates checklist.
- Order
and review transfer or review if prepared by other party.
- Work
with parties to transaction and their counsel to resolve and clear any
title problems.
- Obtain
permission from parties for any required special coverages and
endorsements –Draft memorandum, letter, or e-mail to client outlining
status of title and/or draft title objection letter or e-mail to other
party.
- Review
survey, work with surveyor to coordinate changes, corrections, etc.
- Review
loan payoff documents or new loan documents, and loan documents for any
loans to be assumed.
- Monitor
calendar to assure deadlines are met.
- Review
any leases affecting the property and preparation of abstract or
memorandum summarizing the terms, and review or prepare rent roll.
- Work
with real estate agent, title owner, closer or other title agent, loan
officer/ closer, all parties to the transaction and their advocates.
- Obtain
and /or review evidence of insurance.
- Prepare
closing documents or review if prepared by another party to the
transaction.
- Attend
closing; Follow up after closing: –Record documents –Monitor wire transfer
and/or request and distribute checks –Obtain receipts from brokers and
other parties for checks –Obtain deed of trust or mortgage/charge and
satisfaction or release of deed of trust or mortgage if a loan was paid
off. –Obtain and review title policy and any endorsements or obtain title
update and prepare policy and endorsements if your firm is acting as title
agent –Obtain recorded original documents –Prepare final communication to
client and, if applicable, lender or other parties.
Where
Client is Lender (or Borrower)
- Review
credit approval and/or commitment letter.
- Draft
commitment letter if client is lender and client did not prepare letter.
- Prepare
checklist and distribute to all parties.
- Draft
loan agreement and all other loan documents, or review if client is
borrower—if client is borrower, draft letter or e-mail with comments to
loan documents.
- Monitor
calendar to ensure deadlines are met.
- Obtain
documents required to document borrower's and collateral's condition.
- Conduct
initial search, and order official search from county and/or national
government –Other necessary searches to determine any liens against
non-real property collateral –Certificate of good standing for a
corporation or limited liability company or certificate of registration
for limited partnership from state of formation—if not qualified or
formed, handle filing of papers with Registrar–if qualified in other
states, obtain certificates of status from those states –Payoff letters
from current lenders –Lien waivers, owner's and/or contractor’s
affidavits, as necessary in new construction –Leases presently affecting
the property –Back-up information for opinion letter, including
certificate confirming zoning, copies of appropriate zoning regulations
and certificates from borrower (i.e., confirming borrowing authority,
certifying copies of partnership agreement or bylaws of corporation,
incumbency certificate for parties to be signing documents, etc.)
- Draft
opinion letter or review if prepared by other counsel.
- Update
checklist from time to time and circulate to all parties—coordinate with
all parties to ensure all items on checklist are obtained or completed
- Coordinate
with other counsel as to who will be responsible for all closing documents
or responsibilities.
- Review
survey, work with surveyor to coordinate changes, corrections, etc.
- Order
and review transfer/charge/mortgage or review if prepared by other
party—work with title owner and parties to transaction and their counsel
to resolve and clear any title problems—obtain permission from title owner
for any required special coverages and endorsements—draft memorandum,
letter or e-mail to client outlining status of title and/or draft title
objection letter or e-mail to other party. Draft closing statement, or
review if prepared by other parties.
- For
construction loans, obtain and/or review evidence of zoning, availability
of utilities and concurrency, copies of contracts with general contractor,
architect and/or engineer, permits, and any other construction-related
items required by lender.
- Obtain
and/or review evidence of insurance.
- Coordinate
with lender for disbursement of loan proceeds, payoffs, etc.
- Attend
closing.
- Follow
up after closing.
- Monitor
wire transfers and/or request and distribute checks.
- Record
documents, make any other filings necessary to perfect lender’s lien on
collateral.
- Obtain
title update and prepare title policy(ies) and any endorsements, or review
if prepared by another party.
- Monitor
receipt of recorded original documents from county and national
government.
- Update
searches through recorded financial statement.
- Prepare
final communication to client and/or other parties
Intellectual
Property
- Field
inquiries from clients regarding various trademark (TM)/copyright/brand
protection issues.
- Work
with Advocates to oversee filing and maintenance of trademark applications
and registrations.
- Review
correspondence from outside counsel –Drafting responses to same; and
–Gather and provide outside counsel with information, documentation, and
specimens necessary to prosecute/maintain trademark applications and
registrations
- Receive
trademark search requests from clients.
- Conduct
preliminary online trademark screening searches, evaluate results and
report preliminary opinion to clients regarding availability of mark(s)
for use and/or registration.
- Maintain
databases and electronic files for trademarks, third-party licensed
trademarks, domain names, and opposition and cancellation proceedings.
- Prepare
summaries and status reports of IP matters and cases for review by
Advocates and for clients.
- Monitor
sites and stand-alone Websites for the sale of counterfeit merchandise.
- Maintain
database to keep track of these sites and any actions.
- Assist
with due diligence and other intellectual property issues related to
contracts, agreements, and other transactional matters.
Corporate
Practice(Incorporation and Formation of Entity (corporations, limited
liability companies, and limited partnerships):
- Check
availability and reserve entity name.
- Perform
due diligence, including registry searches and good standing
certifications.
- Draft
entity formation documents.
- Effect
the legal formation of the entity, including filing organization
documents, recording or publishing same, and taking other action required
by law.
- Draft
organizational documents, including: –Articles of incorporation, name
registration, qualifications, etc. –License Applications –Bylaws
–Subscription Agreements –Investment Letters –Stock certificates and
related documents –Banking Resolutions –Meeting notices
- Prepare
Applications for conducting business under national and county law,
including applications for Employer ID Number, Workers’ Compensation,
Unemployment Insurance, Employer Withholding Tax Registration, national
and county sales tax licenses, business-specific licenses
- Order
minute book, stock book, and seal.
- Monitor
and report changes in filing, reporting, and franchise tax laws or
regulations.
- Draft
various agreements, including: Employment agreements, Shareholders’
agreements, Stock option plans, Option agreements,
Non-Competition/Solicitation agreements, Profit sharing and pension plans,
Employee benefit plans, Health and accident plans.
- Draft
and effect filing of amendments to articles of incorporation.
- Prepare
and file annual reports.
- Draft
special minutes for corporate activities.
- Track
shareholders and percentage of stock holding.
- Maintain
tickler system for regular and annual meetings.
- Draft
documents for board meetings, including notices, proxies, affidavits of
mailing, agenda, resolutions, ballots, oaths, minutes, and written
consents.
- Serve
as assistant secretary to the board of directors and committees, including
attending, recording and maintaining minutes of all board meetings and
certain committee meetings.
- Manage
and coordinate all aspects of the annual and special meeting registration
function, including serving as registrar for all annual and special
meetings, managing all attendant voting and director elections, and
assisting the credentials committee.
- Coordinate
with all departments in order to monitor and effect compliance with all
national and county requirements for the corporation and its subsidiaries.
- Draft
financial documents for the purpose of securing loans, including notes,
mortgages, deeds of trust, and financing statements.
- Prepare
stock powers and effect stock transfers.
- Perform
legal research.
- Review
contracts, regulatory filings, policies, and other corporate documents.
- Assist
with Web posting of documents to ensure compliance.
- Support
corporate records retention and maintenance, including monitoring and
ensuring compliance with electronic discovery obligations.
- Maintain
accurate database of all pending and/or threatened litigation, including a
summary of current status and applicable insurance coverage.
- Draft
annual audit letter based on database.
- Process
all complaints served on the company and its various joint ventures and
subsidiaries through the risk management department for distribution to
insurance carriers; ensure that answers are served in a timely manner.
- Support
outside counsel in establishment of other entities, intellectual property
matters, litigation, and discovery matters (including scheduling
depositions of corporate personnel).
- Coordinate
and monitor compliance with records retention requirements.
- Coordinate/conduct
investigations of charges alleging discrimination and/or sexual harassment
and draft responsive documents.
- Maintain
accurate corporate secretary database for the company and all related
joint ventures, LLCs and subsidiaries, including their respective
organizational documents, registered agents, governing bodies, ownership,
and other pertinent data.
- Draft
and assemble all documents necessary for collection of delinquent
accounts.
Mergers
and Acquisitions
- Prepare
drafts of merger or purchase agreements.
- Conduct
due diligence investigation.
- Prepare
closing checklists and memorandum.
- Obtain
consents to assignments, releases, and other appropriate documents.
- Prepare
closing documents.
- Prepare
and file financing statements, CMA agreements or amendments, and related
documents.
- Manage
assembly and execution of documents at closing.
- Prepare
closing files and bound volumes. Dissolutions
- Draft
and effect filing of statement of intent to dissolve, articles of
dissolution, or other required government forms to effect dissolution.
- Draft
documents related to distribution of corporate assets.
- Monitor
compliance with laws.
- Research
and develop technology and office automation within the legal department.
- Maintain
law library
General
Duties
- Serves
as backup for other positions in the department.
- Perform
any other duties relating to the transactional practice as may be
assigned.
Key
Skills / Competencies
- Exceptional
Client focus.
- Interpersonal
skills and the ability to communicate effectively at all levels.
- Demonstrated
initiative and the ability to work effectively within resource and time
constraints.
- Leadership
and people management skills.
- Strong
organizational skills.
- Ability
to maintain confidentiality.
- Knowledge
of court and administrative hearing rules and procedures.
- Knowledge
of legal document filing procedures in the relevant registries.
- Strong
Research Skills:-Legal research methods using Westlaw and LexisNexis; principles
of Internet research.
- High
level of accuracy and attention to detail.
- Ability
to apply and follow complex instructions and/or guidelines as appropriate
in the performance of support activities.
- Ability
to maintain composure during stressful situations occurring as a result of
workloads and/or deadlines.
- Commercial
Awareness.
Experience
& Requirements
- Minimum
of Bachelor of Laws (Upper Second Class)
- Admission
to the Roll of Advocates
- 5
years’ experience in drafting litigation and commercial legal documents in
a busy commercial law firm.
Application
Guidelines:
Interested candidates who fully meet the above requirements should send their applications along with a detailed Curriculum Vitae indicating expected salary and their daytime contact, to legalpro254@gmail.com (Subject of the email should be the title of the POSITION APPLIED FOR & THE JOB REF)
If you are not interested in this opportunity today, please refer any friend or colleague you know that might suit the required profile.
Applications NOT MEETING minimum requirements will not be considered.
Interested candidates who fully meet the above requirements should send their applications along with a detailed Curriculum Vitae indicating expected salary and their daytime contact, to legalpro254@gmail.com (Subject of the email should be the title of the POSITION APPLIED FOR & THE JOB REF)
If you are not interested in this opportunity today, please refer any friend or colleague you know that might suit the required profile.
Applications NOT MEETING minimum requirements will not be considered.
Note: We do not charge any fees for receiving and reviewing applications or for interviews