Virtual
Paralegal Services™
Transactional Assistance - Asset Purchase; Stock
Purchase; Private Equity;
Mergers and Acquisitions; Secured Lending
For transaction assistance, working in an online workroom secured environment,
Virtual Paralegal Services provides the following assistance: Pre-Closing
Assistance:
- Closing Agenda: Prepare initial closing agenda or
closing checklist together with a list of all assignments for which VPS can be
responsible.
- Assist in due diligence.
- Assist in drafting request for due
diligence documents or assisting in receiving and tracking due diligence documents.
-
Draft schedules.
- Perform UCC financing statement searches; Prepare UCC chart
with search results.
- Perform other public records searches as required.
-
Initial Agreements and Documents: Draft initial drafts of ancillary agreements
and documents such as:
- Assignments.
- Employment agreements.
- Bill of
sale.
- Stock certificates.
- W-9s.
- FIRPTA Certificate 1445.
- Deeds.
-
UCC Financing Statements.
Closing Certificates: Draft closing certificates
such as: - Secretary's Certificates.
- Officers' Certificates.
- Merger
certificates.
- Charter amendments (name change, etc.).
Corporate
Authorization
- Draft stockholders and directors consents.
- Obtain
long and/or short good standing certificates for all applicable entities, domestic
and foreign.
- Obtain tax good standing certificates (as required).
- Restore
to good standing (if required).
- Order certified copies of charter.
Closing
Assistance: - Provide transaction assistance.
- Finalize documents,
separating signature pages for execution and preparing correct number of signature
pages for the closing including signature tabs.
- Coordinate obtaining signatures.
-
File charter amendments; UCC financing statements and assist in fulfilling any
other closing conditions.
Post-Closing Assistance - Track
post-closing matters.
- File appropriate originals in minute book.
- Revise
closing agenda into closing index for binder.
- File post-closing filings (i.e.
trademark assignments).
- Prepare initial closing binders.
- Work with printer
to make copies and distribute.
In transactions involving private equity,
VPS provides blue sky assistance.
"I
worked with Denise on an asset purchase transaction. As a new client, I called
her at the last minute on a Friday afternoon and she completely rose to the challenge.
Not only did she completely respond to my needs on such short notice, but she
willingly worked over the weekend so that I could meet my extremely tight deadline.
Her support helped me to look like a superstar to my client, and to the attorney
who referred me. I couldn't have pulled off the closing on such short notice without
the extra set of hands--and the expertise that only a paralegal of Denise's caliber
and experience brings to the transaction. I would highly recommend her to any
attorney I know.
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