# Compare Charter Against Offering > Three-document cross-check where the baseline typically performs only pairwise comparisons and misses conflicts that surface only when all three documents are read together. - Skill: `finchipaiorg/compare-charter-against-offering` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/compare-charter-against-offering` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/compare-charter-against-offering/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/compare-charter-against-offering --- # Skill: Compare Charter Against Offering Documents — Deviation Report ## 2. Failure modes the skill is correcting - The comparison stops at charter-vs-underwriting or charter-vs-prospectus and misses provisions that only conflict when all three documents are reconciled together. - The analysis notes differences but does not state whether the difference is a true inconsistency, a drafting omission, or an acceptable disclosure gap. - Silence in the charter is treated as neutral instead of being tested against the governing corporate statute and the representations used in the offering. - Issues are described without a clear severity order, so closing blockers are not separated from cleanup items. - The report identifies problems but does not specify the minimum corrective change, the responsible actor, and the transaction point by which the fix must land. - Conclusions are stated without tying them to the governing corporate-law or securities-law authority that makes the inconsistency matter. ## 3. Legal frameworks / domain conventions that apply - Read the charter, underwriting agreement, and preliminary prospectus as a single transactional set; each document may allocate risk differently, but core capitalization and governance terms must be internally consistent. - Authorized capitalization must be sufficient for the securities to be issued at closing and for any option or over-allotment mechanics contemplated by the offering documents; a shortfall is typically a pre-closing amendment issue under the applicable corporate statute and the charter itself. - Charter-based governance terms must match the offering disclosures on board structure, removal rights, written-consent restrictions, supermajority thresholds, blank-check powers, anti-takeover features, and related stockholder rights; where the charter is silent, apply the default rule under the governing corporate statute before deciding whether the disclosure is inconsistent. - Securities-law disclosure must accurately describe the charter and the transaction mechanics; a mismatch may be a disclosure defect even if the charter itself is legally effective. - Forum-selection, takeover, conversion, and lock-up mechanics are common pressure points; if the charter, underwriting agreement, and prospectus point in different directions, the inconsistency must be surfaced even if one document appears internally correct. - Use the governing corporate statute, the charter text, and the securities-disclosure regime as the controlling authorities; do not state a legal conclusion without identifying the rule that supports it. ## 4. Analytical scaffolds - Read all three documents fully before comparing any single clause. - Build the analysis issue-by-issue, not document-by-document. - For each issue, identify: - the charter provision, - the underwriting-agreement term, - the prospectus disclosure, - the governing default rule if the charter is silent, - the exact point of inconsistency or omission, - the practical consequence for closing, disclosure, or post-closing administration. - If multiple classes, series, or offer mechanics are implicated, enumerate them first and then test each one separately rather than collapsing them into a single generic pass. - Distinguish: - a true conflict, - a missing charter provision that makes the disclosure inaccurate, - a drafting ambiguity that can be harmonized, - and a pre-closing blocker that requires amendment or re-disclosure. - For every issue, tie the analysis to the relevant source-scale or transaction context available in the documents, such as the class of security, the closing mechanic, the lock-up term, the governance feature, or the share-authority requirement. - State the downstream effect on the company and the offering, including whether the issue affects closing, pricing, investor disclosure, or later litigation risk. - When a fix is required, identify the minimum change needed and the party who should implement it. ## 5. Vertical / structural / temporal relationships - Test the charter as the baseline authority, then check whether the underwriting agreement and prospectus are consistent with it; if the offering documents agree with each other but not with the charter, the charter controls corporate authority and the mismatch must be flagged. - If the charter is amended or expected to be amended before closing, distinguish current-state inconsistency from future-state cured inconsistency. - Treat pre-closing mechanics, closing mechanics, and post-closing rights as distinct time periods; a term that is acceptable after closing may still be defective if the prospectus describes it as existing at pricing or closing. - Where the documents use different temporal anchors for the same mechanic, flag the mismatch even if the substantive term is similar. - If the charter contains an opt-out, election, conversion trigger, or limitation that ripens only on a future event, verify that the prospectus and underwriting agreement describe the same trigger date and effective timing. ## 6. Output structure conventions - Produce a deviation report organized by issue, not by document. - Begin with a short severity legend using a uniform ordinal scale such as: - Critical: blocks closing or requires amendment before effectiveness - High: material inconsistency or disclosure defect needing pre-closing correction - Medium: important inconsistency that can be cured with conforming disclosure or targeted amendment - Low: minor mismatch or drafting cleanup - For each issue, include: - Issue title - Severity - Charter position - Underwriting-agreement position - Prospectus position - Controlling rule or authority - Conflict / omission analysis - Transaction consequence - Required corrective action - Make each issue entry self-contained and complete. - State clearly whether the item is a closing blocker, a pre-closing disclosure correction, or a post-closing cleanup. - Include a concise recommended-actions section at the end that assigns the fix to the relevant responsible party and ties it to the offering timeline. - Keep the report neutral and transactional in tone; do not narrate the comparison process itself.