Senior Paralegal - Itasca, IL

Company: Kingsway America Inc. (Holding Company)
Location: Itasca, IL
Department: Legal
Reports to: CFO and Executive Vice President

Major Responsibilities:
The paralegal will aid the Executive Team in coordinating and executing corporate, public company and regulatory matters. Additionally, the paralegal will do research, organize information and assist the Executive Team with legal and administrative duties as assigned.

General Corporate Duties:

  • Perform Secretary function for corporate business entities:
    • maintain corporate minute books, seals and document control of all Board and Committee meetings, minutes of meetings and maintain up to date lists of signing authorities, directors and officers for various corporate entities
    • schedule Board and Committee meetings and ensure certain annual approval requirements are met
    • attend Board and Committee meetings and draft minutes and resolutions
    • retain meeting minutes of strategy, budget and forecasts for all business entities
    • provide Board meeting packages to auditors upon request
    • prepare and attest to secretary certificates as needs arise (often in the context of opening bank accounts)
    • ensure Board approval of all charters
    • regularly liaise with directors and officers for scheduling and other matters
  • Maintain/update corporate compliance database, which includes data for the companies and its directors and officers
  • Maintain contract database and monitor contract notice dates
  • Review and comment upon routine contract matters, including non-disclosure agreements

Corporate Finance Duties:

  • Prepare and sign minute certification letters for external auditors
  • Apply for and maintain FEIN listing
  • Maintain list of incorporation and dissolution dates of business entities
  • Prepare Board minutes to document various transactions

KFS (Public Company) Board Duties:

  • Oversee annual NYSE compliance requirements: Regular meetings of independent directors and independence requirements.
  • Assist with annual meeting and proxy statement preparation and other annual filings
  • Manage charters for all committees and review annually with committee members to ensure compliance with regulatory requirements, liaising with external counsel as needed
  • Manage annual directors self-evaluation process
  • Confirm annually that the Board and Audit Committee members are independent
  • Conduct annual performance assessment on Board members
  • Present the Authority Matrix to the Board on an annual basis
  • Liaise with and manage external counsel, as needed

Securities Law Duties:

  • Disseminate press releases as required, prepare and file annual CEO certification and annual written affirmations; coordinate EDGAR filings
  • Securities Exchange Commission: disseminate blackout notices as appropriate and liaise with regulators
  • Prepare and file Section 16 filings for officers and directors

Legal Department General Duties:

  • Maintain letterhead templates, electronic signatures and records repository including safekeeping of various certificates
  • Function as the gatekeeper for other correspondence, agreements, and corporate files
  • Research and analyze statutes, regulations and cases, and draft legal documents in accordance with corporate guidelines
  • Interface with all levels of management, employees and regulators, as needed.
  • File state-level annual reports and franchise tax reports for all business entities
  • Provide other support and duties as required

Qualifications:

  • Bachelor’s degree and/or Paralegal Certificate
  • 10+ years working as a paralegal within an in-house legal team, required
  • Corporate regulatory experience required
  • Public company regulatory experience required
  • Insurance regulatory experience a plus but not required
  • Excellent oral and written communication, organization, analytical and problem-solving skills
  • Demonstrated ability to work accurately and effectively in a highly confidential and result-oriented environment
  • Ability to work well under pressure and independently, in order to meet strict deadlines
  • Ability to manage multiple tasks and changing priorities in a complex business environment
  • Interacts effectively with all levels of the organization and external parties
  • Develops effective working relationships across organizational lines
  • Excellent working knowledge of MS Office software programs, including MS Word, Excel and Power Point
To apply, please send resume and cover letter to Yvonne Santana