Law Clerk - Toronto, Canada - VCNA

Description

Law Clerk


WELCOME TO VCNA
St Marys Cement, part of Votorantim Cimentos North America (VCNA).

As the North American operations of Votorantim Cimentos, a global building materials and sustainability solutions leader in 11 countries, we are helping to make a positive impact and are transforming our world.

We have a culture built on solid partnerships, long-lasting relationships, and opportunities for those who want to learn, grow and be part of a diverse and dynamic culture.

With solutions that include cement, ready-mix concrete and aggregates, we help to build homes, highways, hospitals, buildings, bridges, and schools across the Canadian and U.S.

Great Lakes region and Northeast United States.

Our commitment to excellence can be seen in those who invest and believe in what we do, those who share their lives with us, those who trust in our deliveries and those committed to innovation and a sustainable future.

Every day, we have the chance to accomplish something new and you're invited to be part of it.


WHAT IS THE OPPORTUNITY?

The
Law Clerk plays a key role in the VCNA Legal Department by providing legal support to the VCNA in-house counsel


WHAT WILL YOU DO?

Corporate Secretarial:

• Primary responsibility for Canadian companies (Ontario and Quebec) with some secondary support of US Paralegal for US entities on occasion and some support for joint ventures
• Minute books and corporate records, including:
• preparing shareholders and Board resolutions;

- maintaining minute books (soft and hard copies) and share ledgers;
- preparing officer's certificates;
- obtaining good standing certificates;
- completing annual filings, annual resolutions and change notices;
- maintaining and updating officer and director reports;
- updating and circulating corporate structure charts

• Respond to information requests from VCNA's auditors to provide information for quarterly and annual audits or regulatory audits
• Coordinate and respond to VCNA's parent companies (Luxembourg and Brazil) to provide corporate information as requested
• Assisting with corporate reorganizations and intercompany financings, issuance of dividends and distributions
• Prepare and maintain information regarding corporate ownership and monthly updates to internal structure charts.
• Draft various board and shareholder resolutions and officer's certificates independently in some cases (e.g. changes to officers and directors) and working with legal counsel (internal or external) in other cases
• Provide other corporate legal support as required to Corporate Secretary (General Counsel) and other legal team members

Contracts Administration/Transactional Support:

• Assist VCNA counsel and outside counsel with a variety of transactions
• Maintain corporate property ownership summary records
• Together with Legal Assistant and rest of legal team, arrange for execution of contracts and resolutions, within delegated authority. Followup to ensure timely return for processing through various stages. Distribute executed contracts to various parties. Create reminders for contract extensions, renewals, expiry, etc.
• Tracking of parent company approvals, deadlines, and step plans for requisite financial transactions.
• File Management and internal / external organization, execution and distribution of all required transactional documents
• Creation of closing agendas, step plans and compilation of full closing sets for transactions. Maintain and update VCNA Legal/Financing transaction summaries chart and binder
• Postclosing mapping/tracking of parties' obligations.

Contract Review (dependent on experience and/or ability to develop requisite skills):

• Review a variety of types of simple agreements, under supervision of legal counsel, including the following:
• Prepare NDAs using VCNA precedents and review NDAs from third parties
• Review of banking administrative documentation (e.g. new bank accounts, investment accounts)
• Prepare VCNA's Ontario farm leases, which are annual and based on a template, and maintain a table of the current farm leases

General / Administrative Responsibilities:

• Due diligence (compiling VCNA's records if VCNA is a vendor or assisting in due diligence if VCNA is a purchaser)
• Know Your Client Requests from banks and other financial institutions
• File creation and accurate input of data into file management system
• Draft correspondence for issues involving Leases, Licences, Royalty Agreements and other types of agreements.
• File Management in Prolaw (electronic legal matter system) and some hardcopy files.
• Open new matters and submatters; maintain matters by populating tabs, filing, updating fields as needed, generating reports, reminders and closing matters.
• Process companywide requests for certificate of insurance, by contacting VCNA's insurance broker, and reviewing certificates for accuracy
• File Competitor Contact Forms or other competition compliance activities
• Provi