Ecvc Draft Board Consent Resolutions

Skill: Draft Board Consent Resolutions

1. Subject-matter triage

• This is a drafting task: produce the operative board consent first, then a short cover memo only after the consent is complete.
• Use the prior consent’s style as the baseline, but update the substance for the Series B financing and any related corporate actions reflected in the source set.
• If the source materials present more than one investor, security holder, option recipient, conversion instrument, or conflicted director, handle each specifically rather than collapsing them into a generic authorization.
• If the record is internally inconsistent, preserve the operative action in the consent and flag the discrepancy in the memo for human resolution.

2. Failure modes the skill is correcting

• Treating the consent as boilerplate instead of a document that must actually authorize the financing and its dependent corporate actions.
• Omitting investor-specific approvals, share counts, purchase terms, or other operative economics when the source materials supply them.
• Failing to address option plan capacity, new grants, or related equity administration before authorizing them.
• Hand-waving convertible instrument conversion mechanics instead of documenting the triggering mechanics and resulting issuance.
• Ignoring interested-director participation and the approval mechanics required for conflicted approvals.
• Failing to align the consent with the prior consent’s style, defined terms, and sequencing where the source set indicates continuity.
• Missing cross-document discrepancies between the cap table, term sheet, draft resolutions, and related transaction documents.
• Issuing the memo as a substitute for the consent rather than as a secondary issue-spotting companion.

3. Legal frameworks / domain conventions that apply

• Board written consent authority should track the applicable corporate statute governing action by written consent and board approval of stock issuances.
• Preferred stock financing resolutions should authorize the issuance of the relevant series, the purchase price, and the closing mechanics tied to the transaction record.
• Investor allocation should be stated by investor and allocation amount where the source materials provide that level of specificity.
• Option plan actions should respect the plan’s available reserve, any amendment mechanics, and the basis for pricing or grant approval under the applicable equity plan and valuation support.
• Convertible instrument conversion should be authorized only with the operative conversion mechanics stated consistently with the governing instrument and financing trigger.
• Interested-director matters should be handled under the applicable conflict-of-interest statute and the corporation’s approval process for disinterested approval or equivalent cleansing steps.
• Document execution and closing authority should empower the relevant officers to finalize, deliver, and file the transaction documents and ancillary instruments.
• Cross-document issue spotting should be framed as a consistency check across the consent, capitalization materials, financing documents, and any prior board action.

4. Analytical scaffolds

• Start with the financing authorization resolution: identify the security series, purchase price, closing authority, and the principal documents approved.
• Then address any investor-by-investor authorization in a schedule or embedded resolution, using the names and economics supplied in the source materials.
• If the financing contemplates an option pool increase or new grants, separate the pool amendment from the grant approvals and confirm plan capacity before any grant language.
• If the financing triggers conversion of outstanding instruments, state the conversion basis, the resulting securities to be issued, and the approval logic for that issuance.
• If any director has an interest in the financing, include a tailored disclosure and the approval mechanics for the disinterested decisionmakers.
• End the operative consent with customary authority to amend, execute, deliver, and take further actions to consummate the financing.
• Prepare the cover memo only after the consent draft is complete; use it to surface discrepancies, not to rewrite the operative resolutions.
• For each discrepancy, identify the affected document set, explain the inconsistency, and recommend the correction category without overcommitting to a factual fix when the source record is incomplete.

5. Vertical / structural / temporal relationships

• Sequence the consent so that authorization of the financing comes first, followed by dependent equity actions, then conflict-cleansing language, and finally execution and closing authority.
• If the transaction has conditions precedent or simultaneous closing steps, reflect them in the order that a board would reasonably authorize them.
• If the source materials reference a prior consent, preserve consistent defined terms, capitalization, and document names unless the new financing expressly changes them.
• When multiple documents speak to the same point, prefer the most recent operative transaction document, but flag the mismatch rather than silently harmonizing it.
• Keep the cover memo separate from the consent and make clear which items are operative and which are only flagged for reconciliation.

6. Output structure conventions

• Draft series-b-board-consent.docx as the primary deliverable and ensure it contains operative resolutions, not commentary.
• Draft drafting-cover-memo.docx only after the consent is complete and only to flag cross-document discrepancies and recommended resolution categories.
• Use a standard board written consent format with recitals or introductory clauses as appropriate, followed by numbered resolutions and any needed schedules.
• Include investor, grant, or conversion schedules only when the source materials supply enough detail to make them operative; do not invent missing economics.
• Preserve the style of the prior consent where possible, but update dates, parties, security series, and closing mechanics to match the current financing record.
• Where the source set supports it, state share counts, purchase prices, and other operative terms in the resolution text or attached schedule.
• In the cover memo, separate each discrepancy into its own concise entry and identify the documents that conflict.
• Before finishing, verify that the primary consent file exists, is non-empty, and contains the operative approvals for the financing and related corporate actions.