JOB DUTIES:
Provide bilingual legal services to both English-speaking & Chinese-speaking-only clients in US securities law; draft SEC & Nasdaq filings; lead due diligence; advise on compliance, governance & public offerings. Specific job duties as below:
1. Lead due diligence for Chinese-speaking-only clients, ensure compliance; review legal matters under Chinese corporate law & perform background check searches on Chinese websites & databases, review CSRC report. Review & analyze due diligence materials, including corporate, financial & regulatory docs; assess legal & compliance risks in IPOs.
2. Prepare & submit SEC filings for Chinese-speaking-only clients, including proxy statements, annual shareholder meeting materials, annual reports, quarterly reports, current reports, schedules 13D &13G. Review, translate Chinese shareholder & corporate materials into English; ensure Chinese-language drafts, comply with SEC disclosure requirements, provide compliance advice on accuracy, clarity & completeness of filings.
3. Draft IPO registration statements, serve as 2nd chair on IPO, PIPE; prepare related SEC & Nasdaq response letters. Review, revise transaction documents for IPOs, PIPEs, register direct, secondary offerings & Regulation A offerings, including underwriting agreements, placement agent agreements, forms of warrant & lock-up agreements. Draft shelf/resale registration statements; prepare responses to SEC comment letters.
4. Handle Nasdaq stock exchange & FINRA procedures; explain relevant standards to Chinese-speaking-only clients. Help clients comply with Nasdaq requirements by filing notification forms at Nasdaq Listing Center, including listing applications & Listings of Additional Shares.
5. Draft & revise board & committee resolutions, charters, ethics codes & Incentive-Based Compensation Clawback Rule docs for Chinese-speaking-only clients. Review, interpret Chinese-language governance materials, translate them into English for SEC compliance, explain U.S. governance standards in Mandarin. Circulate finalized bilingual docs to clients for execution; provide guidance in Mandarin; ensure accurate implementation. Review & revise memoranda & articles of association; provide related legal support.
6. Attend conference calls with Sr. attorneys & partners, communicate verbally in both Mandarin Chinese & English with clients; interpret U.S. securities law matters. Communicate daily with Chinese-speaking-only clients, answer questions, provide status updates, ensure accurate understanding of SEC filings & disclosure requirements. Work with transfer agents, provide legal advice to Chinese-speaking-only clients, verify client personal info in Mandarin Chinese to complete share transfers accurately, work in Mandarin Chinese with broker-dealers & Chinese client CFOs; facilitate & confirm public offering wire transfers.
7. Work with investor relations professionals; review, edit press releases; ensure Chinese-language drafts accurately translated, comply with SEC disclosure requirements & are clearly communicated to Chinese-speaking stakeholders.
8. Conduct legal research regarding client disclosure obligations, corporate governance, securities compliance & related federal & state securities law regulatory requirements. Topics include Foreign Private Issuers, Emerging Growth Companies & Smaller Reporting Companies.
9. Prepare stock issuance instructions & draft legal opinions for Chinese-speaking-only clients, ensure compliance with U.S. securities law & accurate translation of related Chinese corporate materials.
10. Use MS Suite & Adobe Acrobat in daily work. Prepare PowerPoint presentations for marketing purposes targeting Chinese-speaking clients; calculate share numbers, warrants, convertible notes, track investor losses, on Excel; manage document organization & storage via iManage; draft organizational structures on Adobe Acrobat.
JOB REQUIREMENT:
(1) Candidates must have Juris Doctor Degree from an ABA-approved school. Alternatively, an LL.M from an ABA-approved school. We'll also accept any suitable combination of education, training, or experience.
(2) Candidates must have admission to any State Bar and remain licensed to practice law in good standing
(3) Candidates must have Minimum one year's experience working in the area of US securities law, corporate governance, stock exchange procedures & SEC filings. The experience should include working on registration statements; Nasdaq responses; preparing proxy statements; preparing shareholder meeting materials; due diligence materials: including corporate, financial & regulatory documents; working with iManage.
SPECIAL REQUIREMENT:
Candidates must be proficient in Mandarin Chinese writing, reading, and speaking (native speaker proficiency level) on technical, business and legal matters.
SALARY: $130,000.00 - $140,000.00/per year HOURS: M-F, 9:00 a.m. - 6:00 p.m.
BENEFITS: medical, dental, vision, and life insurance; 401(k)/profit sharing; paid time off; and long-term disability coverage.
JOB LOCATION:
CONTACT: Email resume referencing Job code #KaufCan09302026AA to Kaufman & Canoles, P.C. at hr@kaufcan.com
