Associate Attorneys (2 openings)

Kaufman & Canoles•Richmond, VA

12d•Onsite

About The Position

Kaufman & Canoles, P.C. is hiring two Associate Attorneys to provide bilingual legal services in U.S. securities law to English-speaking and Chinese-speaking-only clients. The role involves securities filings and transactions, due diligence, corporate governance, exchange procedures, legal research, and client communication in Mandarin Chinese and English. The attorneys lead due diligence for Chinese-speaking-only clients, reviewing corporate, financial, regulatory, and Chinese-language materials, assessing IPO legal and compliance risks, and conducting searches of Chinese websites and databases, including reviewing CSRC reports. They prepare and submit SEC filings, translate Chinese shareholder and corporate materials into English, and advise on the accuracy, clarity, completeness, and compliance of disclosures. The position drafts IPO registration statements and related transaction documents, supports IPO and PIPE matters, prepares responses to SEC comments, and handles Nasdaq and FINRA procedures. It also involves drafting governance documents, explaining U.S. legal and governance requirements in Mandarin, coordinating document execution, working with transfer agents and broker-dealers, supporting share transfers and public-offering wire transfers, and communicating regularly with clients and other professionals. Additional duties include reviewing investor-relations press releases, conducting securities and corporate-governance research, preparing stock issuance instructions and legal opinions, and creating marketing presentations for Chinese-speaking clients. The role uses Microsoft Office, Adobe Acrobat, Excel, and iManage. The position is located at Two James Center, 1021 East Cary Street, Suite 1400, Richmond City, Virginia 23219-4058. The schedule is Monday through Friday, 9:00 a.m. to 6:00 p.m.

Requirements

Juris Doctor degree from an ABA-approved school, or an LL.M. from an ABA-approved school; the employer will also accept a suitable combination of education, training, or experience.
Admission to any State Bar and an active license in good standing to practice law.
At least one year of experience in U.S. securities law, corporate governance, stock exchange procedures, and SEC filings.
Experience must include working on registration statements and Nasdaq responses; preparing proxy statements and shareholder meeting materials; reviewing due diligence materials, including corporate, financial, and regulatory documents; and working with iManage.
Native-speaker-level proficiency in Mandarin Chinese writing, reading, and speaking on technical, business, and legal matters.

Responsibilities

Lead due diligence for Chinese-speaking-only clients, including reviewing corporate, financial, and regulatory documents; assessing IPO legal and compliance risks; reviewing matters under Chinese corporate law; conducting background searches on Chinese websites and databases; and reviewing CSRC reports.
Prepare and submit SEC filings, including proxy statements, annual shareholder meeting materials, annual reports, quarterly reports, current reports, and Schedules 13D and 13G.
Review and translate Chinese shareholder and corporate materials into English, ensure Chinese-language drafts meet SEC disclosure requirements, and advise on filing accuracy, clarity, and completeness.
Draft IPO registration statements; serve as second chair on IPO and PIPE matters; prepare SEC and Nasdaq response letters; and review and revise documents for IPOs, PIPEs, registered direct offerings, secondary offerings, and Regulation A offerings.
Draft and revise underwriting agreements, placement agent agreements, warrant forms, lock-up agreements, shelf and resale registration statements, and responses to SEC comment letters.
Handle Nasdaq stock exchange and FINRA procedures, explain applicable standards to Chinese-speaking-only clients, and file Nasdaq Listing Center notification forms, including listing applications and Listings of Additional Shares.
Draft and revise board and committee resolutions, charters, ethics codes, Incentive-Based Compensation Clawback Rule documents, memoranda, and articles of association.
Review and interpret Chinese-language governance materials, translate them into English for SEC compliance, explain U.S. governance standards in Mandarin, circulate finalized bilingual documents for execution, and advise clients on implementation.
Attend calls with senior attorneys and partners; communicate with clients in Mandarin Chinese and English; interpret U.S. securities law matters; answer client questions; and provide status updates and explanations of filings and disclosure requirements.
Work with transfer agents, verify client personal information in Mandarin for share transfers, advise Chinese-speaking-only clients, coordinate with broker-dealers and Chinese client CFOs, and facilitate and confirm public-offering wire transfers.
Work with investor-relations professionals to review and edit press releases, ensuring Chinese-language drafts are accurately translated, compliant with SEC disclosure requirements, and clearly communicated to Chinese-speaking stakeholders.
Conduct research on disclosure obligations, corporate governance, securities compliance, and related federal and state securities-law requirements, including matters concerning Foreign Private Issuers, Emerging Growth Companies, and Smaller Reporting Companies.
Prepare stock issuance instructions and draft legal opinions for Chinese-speaking-only clients, ensuring compliance with U.S. securities law and accurate translation of related Chinese corporate materials.
Use Microsoft Office and Adobe Acrobat; prepare PowerPoint marketing presentations; calculate share numbers, warrants, and convertible notes and track investor losses in Excel; manage documents in iManage; and draft organizational structures using Adobe Acrobat.