What is the duration of the Diploma in US Corporate Law and Paralegal Studies online course?

The duration of the certification course is 6 months or 6 to 8 hours per week. The certification course equips the students with the essential skills to establish a freelancing career.

What is the career scope after completing the Diploma in US Corporate Law and Paralegal Studies online course?

The students can become Global Entrepreneurs and Reliable Registered Agents, and they also have scope in Trustworthy CPA Firms, Forward-Thinking US Law Firms and Busy Corporate Legal Departments.

What are the timings of the Diploma in US Corporate Law and Paralegal Studies Certificate Course?

The students have the opportunity to attend the classes at their convenience. The classes will be held after work hours, on Sundays or after 8 PM on weekdays.

Who are the potential employers for the Diploma in US Corporate Law and Paralegal Studies?

The course potential employers are Law Firms, Corporate Legal Departments, Government Agencies, Nonprofit Organisations, Legal Aid Organisations, Real Estate Firms, Banking and Financial Institutions, Courts and Judicial Offices, and Compliance Departments.

Diploma in US Corporate Law and Paralegal Studies by LawSikho: Fee, Duration, How to Apply

Diploma in US Corporate Law and Paralegal Studies

LawSikho

Gain in-demand skills in law technology with a Diploma in US Corporate Law and Paralegal Studies certification by LawSikho

Online

6 Months

₹ 66000

particular	details
Medium of instructions English	Mode of learning Self study, Virtual Classroom	Mode of Delivery Video and Text Based	Frequency of Classes Weekdays, Weekends	Learning efforts 4-5 Hours Per Week

particular

details

                                    Medium of instructions
                                    English

                                    Mode of learning
                                    Self study, Virtual Classroom

                                    Mode of Delivery
                                    Video and Text Based

                                    Frequency of Classes
                                    Weekdays, Weekends

                                    Learning efforts
                                    4-5 Hours Per Week
                                

The American Legal System and Corporate Sector Sources of US Law

Constitution
Legislation - Acts, Rules, Regulations,
Case law
Common law
Contract law
How to find the Corporations Codes of different States
Model Business Corporation Act

Securities laws

Securities Act, 1933
Securities and Exchange Act, 1934
Sarbanes Oxley Act, 2002
Dodd-Frank Wall Street Reform and Consumer Protection Act
Jumpstart Our Business Startups Act

US Court System and Hierarchy of Courts at the Federal and State Level

US Federal Court System
US State Court System
District Courts, Trial Courts and Courts of Appeals
The US Supreme Court
The Jury System
The US Department of Justice
The Attorneys General

Who are the Corporate Sector regulators in the US and how do they work?

US Federal Trade Commission
Internal Revenue Service
Securities and Exchange Commission
Secretaries of States
Division of Corporations of Relevant States

Registering an Entity in the US and conversions How to choose the right form of business organization

Which forms enable limited liability and perpetuity of existence
What are the factors to consider while choosing the right form
- LP
- GP
- LLP
- LLC
- C-Corporation
- S-Corporation
- Non-stock corporations

What are publicly held corporations?

How to choose the right state for forming a company if you are a non-resident
Entity types depend upon sectors
Mutual Water Companies
Wasting Asset Corporations

How to Register a Corporate Entity

LLCs, C-Corporations, S-Corporations
Requirement to hire a registered agent
Reserving a name
Submitting incorporation documents
Which officers do you need to identify
What are the constitution documents and how to draft them
Partnership Agreement for an LP
Statement of Partnership Existence
LLP Agreement
Operating Agreement
Articles of incorporation/organisation
By-laws
Obtaining EINs, foreign qualifications and DBA certificates

Templates

Partnership Agreement for an LP
Certificate of Limited Partnership
Statement of Partnership Existence
LLP Agreement
Operating Agreement
Articles of incorporation/organisation
Certificate of Incorporation
By-laws of a C-Corporation
By-laws of an S-Corporation
By-laws of a Non-Stock Corporation

Conversions of forms of business entities and change of states

How to convert from an LLC to a corporation
How to convert from one type of corporation to another
Can you change the state of an LLC from one state to another? How?

Basic registrations, formalities and approvals required after registering an entity

Getting Federal Tax ID for company
Getting individual tax ID
Opening a banking account
Getting a certificate of good standing
Prepare certificates of incumbency and signature authority as requested by banks, customers and other outside third parties
Working with Secretaries of State, Divisions of Corporations, Corporation Commissions and similar agencies

Overview of Taxation

Taxation of different business structures
Pass through taxation
Personal taxation of founders
Slabs

Officers, Decision Making and Governance in US Companies

Typical officer positions in a US company and modes of appointment

Board of directors
Committees
President
Vice President
Secretary
Treasurer
CEO
Female directors
Directors from underrepresented communities
Provisional Directors
Eligibility criteria
Modes of appointment

Decision making mechanisms in different types of entities

Meetings of the board of directors
Modes of convening and holding meetings
How are decisions taken at board meetings
Interested directors
Deadlocks
Annual Shareholders / Stockholders meetings and decisions at such meetings
Proxy voting
Filing and record-keeping requirements
How to prepare PoAs and proxy documents
How to prepare committee, board and shareholder resolutions, maintain minutes and unanimous consent

Liabilities and powers of directors and officers

Liabilities in terms of corporations codes
Liabilities in terms of other statutes
Directors’ liability insurance in the US

Resignation and removal of directors and officers

Resignation

Can a resignation be irrevocable?
How to draft clauses in the by-laws relating to resignation of Directors
How can officers resign?
Filing and record keeping requirements in relation to resignation

Removal

Removal of Directors in case of classified boards
Can an entire board be removed?
Filing and record keeping requirements in relation to removal

Corporate governance in listed and unlisted entities

Who are the stakeholders in a corporate entity?
Which laws contain provisions relating to corporate governance?
Federal and State Corporate Laws
Securities Exchange Act
Sarbanes Oxley Act
Dodd-Frank Wall Street Reform Act
Listing Rules
Third Party Best Practice Guidelines
Assist with implementing and maintaining compliance related policies and processes, including supporting policy trainings
Corporate day-to-day responsibilities including scheduling, note-taking, and project management (maintaining several legal task dockets)
Liaising with marketplace and business development teams to compile shareholder documentation for review; reviewing and summarizing shareholder documentation to inform trade structure.

Contract and records management

Serving as a contact point for various types of agreements and contracts
Overseeing the signature process, execution and legalisation of contracts, ensuring apostille and authentication where required
How to work with contract databases
How to manage databases for multiple entities around the world - Global entity management system (GEMS)a

Annual compliance requirements

Prepare government filings for US and non-US subsidiaries, including acting as a key contact in the preparation and filing of annual US state reports.
Annual Statement of Information
Franchise Tax filing

Changes in Capital, Share Transactions and Borrowing Transactions

Types of securities and changes in capital Classes or series of shares and stock and how to issue shares of different classes

Qualified Small Business Stock (QSBS)
Preference Shares
Redeemable shares
Convertible shares
Fractional shares
Share Options
Restricted Stock Units (RSUs)
Compliance and record keeping requirements for issue of shares
Share option administration using software
Variations in rights of holders of different classes of stock
What is a capitalisation table and how to create and maintain one
“Fully diluted basis” shareholding
Increasing authorised shares
Sub-division of capital
Dividends
Convertible Note investments
How to draft a Simple Agreement for Future Equity (SAFE)
Formatting, redlining and finalizing transaction documents including transfer notices and share transfer agreements; maintaining legal document templates folder and updating document templates as necessary.
Blue Sky Filing Regime
Registration requirements under federal and state laws
Private placement exemption under Rule 506(b)
Private placement memorandum and other disclosures

Share Transactions

Commercial transactions involving share issuances: ESOPs, investments, M&A, exits, buyouts, etc.
Issue of shares or stock
Share transfers
Share splits
Share or stock consolidation
Share buybacks
Compliance and record keeping work for share transactions
Maintaining shareholder lists
Uniform Electronic Transactions Act and paper equivalent stock certificates

Borrowing transactions and issue of debt securities

Borrowing powers of a corporate entity
Issue of debt securities
Provision of security for borrowing
Basic security documents and how to read and keep a record of them
Inter-corporate loans
Filings and record-keeping requirements

Funding Methods and Investment process

Types of investors

Strategic vs. Financial investors
Angel investors
Private Equity investors
Venture Capital investors
Who are impact investors?

The investment process

Stages in the investment process from pitch to receipt of funding
Decision to invest and due diligence
Finalisation of deal structure, deal terms
Term Sheet
Closing and execution of transaction documents
Share Subscription Agreements
Share Purchase Agreements
Shareholders Agreements/Investors Rights Agreements
NVCA model legal documents
Decision-making post investment
Convertible notes
SAFEs (Simple Agreement for Future Equity)
Information covenants, board advice by the investors, introduction to networks etc.
Mechanics of VC and/or PE investment transactions and their closings
preparation of stock certificates and ledgers (including use of Carta or similar web based equity tracking system),
Assist in assembling and preparing legal opinion, backup materials,
Assist in preparation and filing of Reg D and state Blue Sky securities filings, general coordination of closing mechanics

Incentives for investment in different states

Jumpstart Our Business Startups Act (JOBS Act)
Emerging growth companies
Exemptions for small companies
Delaware Angel Investor Tax Credit

Investment in Indian owned US entities and the Delaware Flip

What is the Delaware flip?
When is the Delaware flip used?
How is a Delaware flip executed?
Can there be any issues which arise in this process?

Mergers and Acquisitions

Different types of M&A transactions

Merger of parent corporations and subsidiaries
Merger of domestic corporations
Merger of domestic and foreign corporations
Merger of domestic corporation and other associations
Consolidations
Exchanges of interest
Sale of Assets

Foreign Corporations

Requirements for companies incorporated outside US establish presence and undertake business activity in the US
Requirements and filings for US companies incorporated outside the state to undertake business activity in the state
Filing certificate of incorporation and details of registered agent as well as officers with the Secretary of State
Notification requirements for changes in constitution, management, etc.
How can foreign corporations withdraw from the state?

US Bankruptcy and Insolvency

Voluntary Bankruptcy - filing by the debtor
Involuntary bankruptcy
Joint cases
Appointment of Trustee
Administration of bankruptcy
Meetings of equity shareholders
Filing of proof or claim of interest
Waterfall - determining secured interests, tax liability, administrative expenses
Turning over the property to the estate
Liquidation
Ancillary and cross border cases

Bankruptcy reorganizations, restructuring

Appointment of a trustee
Signing of certificates by the trustee
Reorganisation with other entities
Rights of dissenters
“Pre-pack” process

Capital Markets and Listing

Different methods to list on the New York Stock Exchange (NYSE)

Initial Public Offering
Direct Floor Listing
Special Purpose Acquisition Company (SPAC)
Transfer from other stock exchanges
Quotation listing
Reg. S Issuances
144A issuances
Upgrade for an OTC trading company
Regulation of intermediaries
Banking Secrecy Act and managing AML filings
Broker regulation and filings with FINRA

Listing process

Choose the market

NYSE
NYSE American
NYSE Arca
NYSE Bonds
Eligibility criteria for listing on that specific market (quantitative and qualitative listing standards)
Reserve ticker symbol
CUSIP number
Draft and handle director and officer questionnaires
Submit original listing application
Select Designated market maker
Important filings for listed company work

Continued listing requirements

Continued listing criteria
No. of Stockholders
Trading Volume
No. of publicly traded shares

Disclosures and reporting material information

Completing filings on EDGAR
Preparation and filing of DocuSign’s 10-K, 10-Q, 8-K, proxy statement - DEF 14A and other public company and regulatory filings,
working in collaboration with attorneys, accounting and finance and other professionals
Prepare and file Forms 3, 4 and 5; manage Section 16 compliance tracker; assist in administering 10b5-1 trading plan compliance
Corporate Governance Standards
Agencies, depositories, trustees
Suspension and delisting

How to list on the NASDAQ

Choosing a market tier

NASDAQ Global Select
NASDAQ Global
NASDAQ Capita

Eligibility criteria for listing

Corporate Governance requirements
Using NASDAQ’s corporate services

Takeovers (Including Hostile Takeovers) Regulations governing public company acquisitions in the US

Securities Act, 1933
Securities Exchange Act, 1934
Tender Offer Rules

Hart-Scott-Rodino Antitrust Improvements Act State Laws

General Corporate Law
Anti-takeover laws

Methods to obtain control and process

Cash tender offers
- Recommended
- Hostile

Exchange Offers

One-step statutory mergers

Process of cash tender offers

Execution of merger agreement
Cash tender offer
Statement by target’s board
Shareholders surrender their shares
Short form merger

Process of exchange offer

Process of one step statutory merger
- Approval of proxy statement by SEC
- Disclosure requirements

Hostile Takeovers

Why are hostile bids not common?
Structure of hostile bid

Mechanism of a hostile bid

Private letter of preliminary offer
Public ‘Bear hug’ letter
Direct tender or exchange offer

Defences for a hostile takeover

Poison Pill
Staggered Board
Pac Man

Corporate Litigation

Different types of corporate litigation

Contractual breaches
IPR disputes

Shareholder litigation

Shareholder derivative lawsuits
Securities Class Action litigation
Securities fraud actions
M&A litigationContractual breaches
IPR disputes
Shareholder litigation
Shareholder derivative lawsuits
Securities Class Action litigation
Securities fraud actions
M&A litigation

Navigation Through Various Platforms to Get Corporate Paralegal Opportunities

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Video - Optimization of Fiverr account
Video - How to register on People Per Hour and UpWork
Video - Optimization of People Per Hour account
Video - Optimization of Upwork Account
Video - How to use Linked In and Facebook for freelancing opportunities
Video - How to build your web page for freelancing
How to create proposals and pitch for work on freelancing platforms
How to approach US law firms/companies for remote freelancing work

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