Senior Corporate Paralegal

Job Description

We’re looking for a results-oriented Senior Corporate Paralegal to join Procore’s fast-growing Legal, Regulatory, & Compliance (LRC) Department. In this role, you’ll provide extensive support on our most strategic initiatives, including global entity management; global corporate secretarial support; equity-related legal matters; SEC reporting and compliance obligations; board, committee, and other corporate governance matters; corporate finance and M&A transactions; and other general corporate matters.

As a Senior Corporate Paralegal , you’ll partner with cross-functional teams, including Tax, Treasury, Stock Administration, Accounting, and Internal Audit, to provide excellent operational and governance support. To be successful in this role, you must be diligent, highly detail-oriented, and enjoy managing complex projects with precision. You are flexible, keep yourself and others motivated, and can collaborate across departments and functions.

This position reports to the VP & Associate General Counsel, Corporate, Securities, & M&A and Assistant Corporate Secretary. It can be remote or based in one of Procore’s U.S. office locations. We’re looking for someone to join us immediately. 

WHAT YOU'LL DO

• Lead our domestic and foreign legal entity management program, including facilitating entity formations, qualifications, registrations, consolidations, dissolutions, and annual, and other periodic regulatory filings, maintaining our corporate structure chart, subsidiary lists, and director and officer elections, resignations, and designations, and working with outside counsel to maintain compliance with local legal requirements as applicable

• Support the Corporate Secretary’s office, including maintaining corporate records and minute books related to the board and committees of Procore and its subsidiaries (including drafting of minutes, consents, resolutions, and other materials, and maintaining our governing documents), preparing for and supporting board and committee meetings (including scheduling, preparation and distribution of meeting agendas, meeting materials, and calendars, and provision of logistical meeting support), managing our officer and director onboarding program, supporting our insurance programs, and maintaining our board portal

• Prepare Section 16 filings related to director and executive officer equity ownership, including preparation and filing of Forms 3, 4, and 5, and Form 144 obligations, and have familiarity with beneficial ownership rules, legend removal opinions, and other securities matters

• Support key management committees, including our Management Equity Award Committee, ESG Committee, Disclosure Committee (including related to processes and approvals required for SOX compliance, such as sub-certifications),  and manage requests for information and documents from our internal and external auditors, partners, and other stakeholders for quarterly and annual audit update letters and responses

• Support Procore’s SEC reporting and compliance obligations, including preparation and filing of Forms 10-K, 10-Q, 8-K, S-8, and other registration statements, managing EDGAR codes, and maintaining and updating exhibits to quarterly and annual filings

• Monitor, administer, and maintain our corporate governance policies and underlying processes, such as our Code of Business Conduct and Ethics, board and committee charters, Corporate Governance Guidelines, Insider Trading Policy (including supporting our pre-trade clearance process), Director Compensation Policy, Related Person Transactions Policy, and other policies and processes under our corporate governance program

• Support our annual shareholder meeting process, including related to preparation of our proxy statement, management of the D&O questionnaire process, annual board, committee, and director self-assessments, and coordination of proxy solicitor, transfer agent, proxy mailing activities, meeting logistics, and agendas

• Assist with legal aspects of executive compensation matters, including the Company’s equity incentive plan, development and administration of 10b5-1 plans, and support for other executive compensation, perk, and benefits matters

• Support M&A, equity and debt financings, and other strategic transactions, including managing or conducting due diligence, maintaining any electronic data room process, reviewing or preparing disclosure schedules, preparing resolutions and related transaction documents, executing on closing checklists and closing mechanics, and supporting post-closing integration and other items

• Keep abreast of NYSE listing standards, support listing compliance, and assist with stock exchange, F