Job Title: Corporate/Governance Paralegal

Reporting to: General Counsel & VP, Operations

Location: Durham, North Carolina

Salary Range: $95 – 105k, annually

About Pairwise:

Pairwise is a mission-driven food+tech company dedicated to building a healthier world through better fruits and vegetables. Founded in 2017 by eminent scientists in the gene editing and biotechnology fields, Pairwise holds licenses from Harvard and Massachusetts General Hospital to base editing and high-fidelity enzymes. We also are tuned in to consumer food trends, and we believe that consumers deserve more variety and innovation in their fresh food choices. Our team is primed to deliver that innovation through one of the best gene-editing platforms in food and agriculture. Pairwise has an exclusive 5-year research collaboration with Bayer to develop products in corn, soybean, wheat, canola, and cotton. Plus, Pairwise is developing new types of leafy greens, berries, and stone fruit, with the first product expected in early 2023. Pairwise is based in the start-up friendly Research Triangle Park area of North Carolina.

About This Role:

When it comes to roles and teams there are the obvious stars, the ones that are the focus of the business, that get the most “face time”, and are the most visible – both internally and externally. But no successful business can function without the individuals behind the scenes that keep things moving, with the Legal Team being one of the most critical. Like most companies, at Pairwise our Legal Team touches every part of the business, so the person filling this role will partner with members of Legal Team, and cross functional partners, on a daily basis, to assist with various contracting, governance, and corporate functions.

The Corporate/Governance Paralegal will be responsible for comprehensive support of all matters relating to board of directors and committee meetings, enterprise-wide corporate governance support, corporate transactions, legal entity/subsidiary management, and other Legal Department support across Pairwise’s business and will also be responsible for providing an exceptional level of support to members of the team who focus on commercial contracts, pre-IPO readiness global issues, regulatory compliance, corporate compliance, legal operations, and other general corporate matters. There’s never a dull moment at Pairwise!

To be successful in this role, you will need to have outstanding interpersonal and communication skills, promote and uphold discretion and confidentiality, be able to prioritize, multi-task, and meet tight deadlines. This paralegal must demonstrate a positive representation of the company’s commitment to supportive collaboration and client service, as well as demonstrate the desire to be an essential part of a busy organization as a team player.

Essential Functions:

• Assist with preparation and filing of formation, dissolution and state qualification documents required for various business entities (i.e., corporations, limited liability companies, partnerships, etc.).
• Board of Directors and committee meetings administration – drafting agendas, resolutions, presentation materials, and associated recordkeeping (including proficiency in Diligent platform)
• Coordinate the collection and distribution of materials for board and committee review in connection with regular meetings and special meetings and major transactions/projects
• Manage corporate minutes, maintain electronic records and monitor filing deadlines.
• Assist with review of contracts including NDAs, service agreements, complex amendments, and other templated agreements as needed.

• Research and stay current with respect to corporate governance and corporate secretary functions and services and a variety of topics such as data privacy, compliance, changes in the laws/regulations relevant to the business, and global issues.
• Apply strong understanding of general corporate and securities laws applicable to the company
• Ability to independently organize and handle projects requiring high degree of confidentiality and supervisory skills and the ability to review, analyze, and compile project results
• Act as point person for legal entity registrations, annual reports, licensing, etc.
• Oversee appointed agent (CSC)
• Maintain company organizational chart
• Coordinate with other functional areas as needed on appropriate recordkeeping procedures, records retention, and administration of legal holds

• Support drafting and employee training around corporate policies and procedures, as needed
• Partnering with other departments, including the People and Finance teams, for various projects as needed.
• High level of organization skills necessary including use of various software programs including, Sharepoint, document management system and other Legal databases and systems, updating intranet content, and serving as the DocuSign point of contact for contract signatures.

Preferred Skills

• Experience with SEC filings support - prepare, review and submit periodic reports filed with the U.S. Securities and Exchange Commission, including Forms 3, 4 and 5 for Section 16 reporting compliance; support on 8-K filings and press releases, as needed.
• Assembling financial records, compiling information and materials related to company ownership and writing officers' biographies.
• Be well versed in applicable securities acts, the preparation of stock certificates and updating corporate minutes and communicating with corporate officers.
• Be able to assist with EDGAR and EDGAR Filer Management Assist with Nasdaq and NYSE applications, with Ticker Symbol Reservations, with CUSIP Numbers.
• Assist with Confidential Treatment Applications.
• Create capitalization tables and manage Carta.
• Aid in preparation of the Company’s annual proxy statement, including updating information related to ownership and managing a cross-functional team to drive the proxy statement to completion.
• Participate in the planning and coordination of the annual shareholder meeting, including communicating and managing information with external counsel, stock transfer agent, proxy solicitor, printer, brokers, stock exchange and others relating to preparation for the shareholder meeting, including printing and dissemination of proxy material, voting procedures, and agenda.
• Review and update the company’s website for compliance with SEC, NYSE and other regulations/requirements, in coordination with Investor Relations and other relevant functional areas.

Required Education & Experience:

• Previous paralegal experience required – preferably 5+ years of hands-on experience working in a corporate legal function, with emphasis on corporate governance and public company reporting requirements and related corporate organizational, experience drafting, reviewing, and negotiating a wide variety of commercial contracts.
• Substantive knowledge of relevant securities and corporate laws and regulations, and legal research skills in order to effectively resolve problems and conflicts.
• Prior experience in food manufacturing/technology industries a plus but not required.
• College degree or paralegal certificate preferred.
• Ability to independently and thoroughly research, analyze, organize, and clearly summarize issues for lawyers and non-lawyers alike.
• Prior experience with electronic portals (Diligent) and (Carta).
• Exceptionally strong business acumen and the ability to work effectively and efficiently on multiple projects in a busy work environment, while being a critical (and often autonomous) go-to partner for fellow peers in the company and legal department.
• Strong sense of ownership and accountability over assigned projects and tasks.
• Excited about working on a broad variety of corporate matters.
• High level of integrity, professionalism, intellectual curiosity, and willingness to grow.
• Participate as a team player in all phases of the organization; remain open and responsive to change.
• Maintain strict confidentiality of personnel data, proprietary information, and sensitive materials as required.
• Highly developed communication skills with people in various positions and roles and must be able to work efficiently with attorneys, clients and outside organizations.
• Excellent grammar, proofreading skills and attention to detail required.

Offerings:

• Comprehensive Benefits Plan, including Medical, Dental, Vision, HSA/FSA, 401k, Life Insurance, Short-Term & Long-Term Disability, and more!
• Flexible PTO (use what you need, when you need it), in addition to company holidays
• Casual work environment.
• Mission-driven organization focused on creating healthier fruits and veggies.
• A cutting-edge, driven community looking to lead the industry in innovation and nutrition.

Physical Demands

The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.

While performing the duties of this job, the employee is frequently required to sit and use hands to finger, handle or feel, and techniques that require fine motor skills and repetitive motions. The employee is occasionally required to stand and walk. The employee must frequently lift and/or move up to 10 pounds. The employee is regularly required to talk or hear. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.

EEO Statement:
We're an equal opportunity employer. All applicants will be considered for employment without attention to race, color, religion, sex, sexual orientation, gender identity, national origin, veteran or disability status.

Don’t meet every single requirement? Studies have shown that women and people of color are less likely to apply to jobs unless they meet every single qualification. At Pairwise we are dedicated to building a diverse, inclusive and authentic workplace, so if you’re excited about this role but your past experience doesn’t align perfectly with every qualification in the job description, we encourage you to apply anyways. You may be just the right candidate for this or other roles.

No Recruiters please.