Paralegal II - Subsidiary Governance

Employer
Merck
Location
Kenilworth, NJ, US
Posted
April 13 2018
Discipline
Other
Organization Type
Pharma
Requisition ID: STO000102

Merck & Co., Inc. Kenilworth, N.J., U.S.A. known as Merck in the United States and Canada, is a global health care leader with a diversified portfolio of prescription medicines, vaccines and animal health products. The difference between potential and achievement lies in the spark that fuels innovation and inventiveness; this is the space where Merck has codified its legacy for over a century. Merck’s success is backed by ethical integrity, forward momentum, and an inspiring mission to achieve new milestones in global healthcare. We are currently seeking a Paralegal II to join the Office of Secretary (OOS) department in the Office of General Counsel. The OOS group supports the Board of Directors, Board Committees and Executive Officers of Merck & Co., Inc. It is responsible for legal and regulatory matters pertaining to public companies and responsibilities of directors and officers thereof, including managing and sustaining Merck’s subsidiary governance framework. The Paralegal II will assist the OOS group with all aspects of subsidiary governance, compliance and maintenance of Merck’s U.S., Bermuda and non-profit subsidiaries (Merck subsidiaries).
The Paralegal II exercises a high level of judgment and discretion. This is an excellent opportunity to be part of a close-knit, cross-functional team of talented, diverse and creative individuals while developing and expanding your career. The following responsibilities of which you will be required to perform include but are not limited to:
Corporate Responsibilities: 
  • Provide entity secretarial support, including drafting of board and shareholder resolutions, corporate certificates, certifications, organizational documents etc., and coordinate with various teams such as the Company’s Corporate Secretarial agents on company filings, the Tax department for organizational charts; and administrative staff for oaths/notarization; 
  • Manage a comprehensive compliance calendar for filings due dates and required board and shareholder meetings for all Merck subsidiaries; 
  • Generate and supply reports to internal/external stakeholders, which may include appointments, ownership information, etc., for mergers, acquisitions, and other company transactions, as well as for regular annual compliance review; 
  • Conduct annual and/or ad hoc maintenance activities for each Merck subsidiary, including preparing documentation for each subsidiaries annual meeting, change in directors or officers, dividends, etc.; 
  • Manage document templates for each entity in order to meet state compliance requirements, support company transactions, and manage risks; 
  • Ensure that all Merck subsidiaries are in good standing and qualified to do business in their respective domestic and/or foreign jurisdictions; 
  • Facilitate required apostilles, notarizations, consularizations and/or legalization of documents; 
  • Create and maintain the physical and electronic company records for each Merck subsidiary in our legal records database; 
  • Ensure corporate minute books, corporate seals, etc. are maintained in proper order and in compliance with local law; 
  • Handle ad hoc inquiries related to signing authority inquiries and the Company’s grant of authority policy; 
  • Act as a liaison and central point of contact for external vendors and internal stakeholders related to subsidiary governance matters; 
  • Provide oversight relating to the Company’s annual reporting obligations, service of process, and the Company’s external vendor relationships; 
  • Make recommendations regarding standardized and best practices to facilitate streamlined processes, procedures and policies, or implementation of new policies and/or procedures to improve workflow;
Database Responsibilities: 

  • Act as the database administrator for the Company’s Global Entity Management Database (GEMS) for all Merck subsidiaries, including proactively managing and maintaining the corporate records in GEMS for all Merck subsidiaries for reporting purposes, audits and future company actions such as entity formations, name changes, dissolutions, withdrawals etc.); and 
  • Work with international counterparts to manage and ensure the integrity and accuracy of the Company’s non-U.S. subsidiaries information within GEMS, including ensuring that board, shareholder and annual/special meetings are held and appropriately documented; annual reports and/or statutory accounts are timely filed and updated in GEMS; and any ad hoc changes to such non-U.S. subsidiaries (e.g. director and officer changes, capital structure changes) are updated in GEMS accordingly.  
Qualifications

Education Minimum Requirement: 
  • High School degree required 
  • Associate’s degree, Bachelor’s degree, or Paralegal certificate preferred.
Required Experience and Skills: 

  • Minimum of 3 years of relevant work experience 
  • Experience with Global Entity Management Database (GEMS) or similar entity management software 
  • Knowledge and experience in U.S. subsidiary governance 
  • Ability to independently handle routine legal issues/documents with internal stakeholders and third parties, and solve problems that arise within the role’s responsibilities and expectations with minimal supervision
Preferred Experience and Skills: 

  • Knowledge and experience in international subsidiary governance (not required but a plus) 
  • Substantive knowledge of legal principles, strategies and technology, and strong legal advisory skills 
  • Ability to concentrate on tasks, make decisions and work calmly and effectively in a high-pressured, deadline-orientated environment 
  • Proficient with Microsoft Office applications (Word, Excel, PowerPoint, SharePoint, etc.) and able to learn new technology and software applications 
  • Ability to speak and write clearly and succinctly, including on complex legal issues 
  • Independently handle legal and/or factual research as appropriate 
  • History of working professionally and effectively with a wide range of constituencies and stakeholders, including in-house attorneys, other legal specialists and administrative staff
  • Problem-solving ability, leadership skills, and organizational ability 
  • Excellent judgment and demonstrated discretion in handling sensitive and confidential information, and a high level of integrity 
  • Effective time management to meet deadlines including project management skills, prioritization, consistent delivery of commitments, and ability to manage administrative and compliance projects 
  • Strong attention to detail  
Your role at Merck is integral to helping the world meet new breakthroughs that affect generations to come, and we’re counting on your skills and inventiveness to help make meaningful contributions to global medical advancement. At Merck, we’re inventing for life. 
If you need assistance and/or a reasonable accommodation due to a disability during the application or the recruiting process, please send a request to staffingaadar@merck.com.   Search Firm Representatives Please Read Carefully:  Merck & Co., Inc. is not accepting unsolicited assistance from search firms for this employment opportunity.  Please, no phone calls or emails.  All resumes submitted by search firms to any employee at Merck via email, the Internet or in any form and/or method without a valid written search agreement in place for this position will be deemed the sole property of Merck.  No fee will be paid in the event the candidate is hired by Merck as a result of the referral or through other means. Visa sponsorship is not available for this position.  For more information about personal rights under Equal Employment Opportunity, visit:              EEOC Poster             EEOC GINA Supplement

Job: Stockholder Services
Other Locations:
Employee Status: Regular
Travel: No
Number of Openings:
Shift (if applicable):
Hazardous Materials:
Company Trade Name: Merck

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