Cba Legal Assistants Committee Proposed Guidelines for the Utilization of Legal Assistants
| Publication year | 1986 |
| Pages | 183 |
| Citation | Vol. 15 No. 2 Pg. 183 |
1986, February, Pg. 183. CBA Legal Assistants Committee Proposed Guidelines for the Utilization of Legal Assistants
The Legal Assistants Committee of the Colorado Bar Association has continued its study of the use of legal assistants by lawyers and the preparation of the report of its findings to the Bar and the Board of Governors. The members of the Committee believe that attorneys may learn from one another about the ways in which legal assistants can assist them in rendering legal services more competently and efficiently, and in developing opportunities for the legal assistants in their employ.
For these purposes, the Committee has been formulating lists of the tasks ordinarily performed by legal assistants in various substantive areas of the law. These lists have been prepared with the input of practitioners who make extensive use of legal assistants, and of experienced legal assistants who have developed extensive expertise in their areas of practice. The September 1985 issue of The Colorado Lawyer at 1599(fn1) set out tasks which may be performed by legal assistants in general litigation. Following are comparable compilations of duties performed by legal assistants in the substantive areas of corporate law, securities, employee benefits, estates and trusts, estate planning, family law, mining and oil and gas, municipal finance, and real estate.
In all cases, the lists are not intended to be exhaustive or exclusive, nor should one expect every legal assistant to perform every task listed. Instead, they are an indication of the services that an experienced legal assistant with sufficient training and education may render under the direction and supervision of a licensed attorney.
The Legal Assistants Committee desires the comments of members of the Bar and legal assistants to determine whether the following compilations are complete and accurate. Please send your comments to Roger D. Hunt, Esq., Chairman of the Legal Assistants Committee, 1400 Holly Sugar Bldg., Colorado Springs, CO 80903.
1. Check availability and reserve corporate name.
2. Draft articles or certificate of incorporation, including drafting of purpose clauses and special stock provisions.
3. File articles, and record or publish same, as required, and take other action required for incorporation under state law.
4. Draft organizational documents, including:
a. Bylaws.
b. Notice and minutes, or consent, of organizational meeting.
c. Subscription agreements.
d. Investment letters.
e. Stock certificates and legends.
f. Banking resolutions.
5. Draft and file any assumed name certificates.
6. Draft and file Certificates of Designation for Preferred Stock issuances.
7. Draft and file various federal and state forms, including:
a. Election by Small Business Corporation and subsequent shareholders' consents to such election under Subchapter S.
b. Application for Employer Identification Number.
c. Application for Workmen's Compensation.
d. Application for Unemployment Insurance.
e. Application for Employer Withholding Tax Registration.
f. Application for State Sales Tax License.
g. Application for City Sales Tax License.
h. Appropriate licenses to operate specific businesses, such as liquor, pharmaceutical, hotel.
i. Documents necessary to qualify as foreign corporation in other states.
8. Order minute book, stock book and seal.
9. Apply to the proper licensing body when forming professional or special purpose corporations.
Ongoing Corporate Matters10. Monitor and report changes in filing, reporting, and franchise tax laws or regulations.
1. Draft various agreements, including:
a. Employment agreements.
b. Shareholders' agreements.
c. Stock option plans.
d. Option agreements.
e. Profit sharing and pension plans.
f. Employee benefit plans.
g. Health and accident plans.
2. Draft and file documents to amend the articles of incorporation.
3. Prepare and file annual reports.
4. Draft special minutes for corporate activities requiring the approval of shareholders and/or directors.
5. Maintain a tickler system for annual meetings and draft documents for such meetings, including:
a. Notices.
b. Proxies.
c. Affidavits of mailing.
d. Agenda.
e. Ballots.
f. Oaths of judges of election.
g. Shareholders and directors minutes.
h. Written consents in lieu of the above.
6. For corporations authorized to do business, or with subsidiaries, in several states, compile reporting and compliance requirements.
7. Draft notes, mortgages, deeds of trust and other documents, and take other actions, for the purpose of securing loans.
a. Preparation and filing of financing statements with state and county offices.
b. UCC checks on debtors with state and county offices.
8. Prepare stock powers, state and federal gift tax returns, and otherwise handle stock transfers.
9. Assist with liquidations and dissolutions, including:
a. Draft plans and/or resolutions of liquidation or dissolution.
b. Draft and file statement of intent to dissolve, articles of dissolution or other required state forms to effect dissolution.
c. Draft and file state and federal tax liquidation or dissolution forms.
d. Draft documents in connection with the distribution of corporate assets.
Corporate Qualifications/Registrations10. Monitor compliance with abandoned property (escheat) laws.
1. Check availability and reserve corporate name.
2. Draft and file qualification and/or registration papers and take other action required for qualification or registration.
3. Draft and file various documents, including:
a. Annual reports.
b. Amendments to qualification papers or charter documents.
Corporate Mergers and Acquisitions/Venture Capital Transactionsc. Withdrawal papers.
1. Prepare drafts of merger or purchase agreements.
2. Participate in due diligence investigation.
3. Draft closing checklists and closing memorandum.
4. Obtain consents to assignments, releases, and signatures on consent resolutions and other documents as appropriate.
5. Draft appropriate certificates and other closing documents.
6. Manage assembly and execution of documents at closing.
7. Prepare closing files and bound volumes.
8. Prepare and file financing statements, UCC agreements or amendments, and related documents.
Formation of General and Limited Partnerships9. Supervise share exchanges for public companies or several stockholders.
1. Draft partnership agreements or portions thereof.
2. Draft and file certificate of limited partnership.
3. Draft and file trade name documents and take other required statutory action.
4. Draft and/or file various other documents, including:
a. Amendments to partnership agreements.
b. Certificates of amendment to certificates of limited partnership.
c. Amended trade name documents.
d. Certificates of cancellation of certificates of limited partnership.
e. Trade name withdrawals.
5. Assist in securities law aspects of limited partnership offerings.
a. Prepare portions of offering memoranda and subsequent amendments.
b. Monitor distribution of offering memoranda.
c. Coordinate or draft Blue Sky applications for exemption.
d. Review purchaser representation for compliance and draft corrective documents when necessary.
e. Monitor transfer of limited partnership interests.
f. Maintain partnership files.
g. Coordinate establishment of communication system for limited partners.
1. Draft portions of the registration statement and prospectus.
2. Handle the mechanics of putting together and filing the registration statement, amendments and post-effective amendments, including:
a. Working with the printer.
b. Assembling appropriate number of copies with exhibits.
c. Preparing transmittal letters.
3. Draft questionnaires for officers, directors and principal shareholders.
4. Draft underwriting agreements and other related documents.
Registration Under State Blue Sky Laws:5. Work with various agencies in order to obtain CUSIP number, NASDAQ listings, and listing in Standard & Poors' and Moodys Securities Manuals.
1. Draft preliminary and final Blue Sky memoranda.
2. Draft and file applications for registration and related exhibits, or other documents required for selling securities in a particular state, including:
a. Uniform consent to service of process.
b. Powers of attorney.
c. Uniform form of corporate resolution.
3. Draft and file dealer and/or salesmen registration documents.
4. Take the necessary affirmative actions to perfect securities or dealer exemptions.
5. Draft and file periodic reports.
6. Prepare memoranda on the availability of exemptions.
Registration of Broker-Dealers and Salesmen:7. Research and prepare documents for after-market trading exemptions.
1. Draft and file documents for registering broker-dealers and/or salesmen with the NASD, SEC and state securities commissions.
2. Draft and file documents for renewing or withdrawing the registration of broker-dealers and salesmen.
Regulation of Public Companies3. Qualify dealer corporation where necessary.
1. Draft portions of Form 8, Form 8-K, Form 10, Form 10-K, Form 10-Q.
2. Draft Forms 3 and 4.
3. Draft Forms 13D and 13G.
4. Prepare drafts of proxy and proxy statements to:
a. Assist company with SEC filing of proxy...
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