Commercial Associate Job in Nairobi Kenya

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 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

External Relations

• Court Registries


• Suppliers


• Government Offices


• External Advocates


• External Court Clerks

Key Responsibilities
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. 

Only shortlisted candidates will be contacted

Note: We do not charge any fees for receiving and reviewing applications or for interviews