# Ecvc Draft Ira > Drafting an amended and restated investors’ rights agreement for a preferred stock financing requires calibrating investor-status thresholds to the post-financing cap table, sequencing piggyback cutbacks explicitly, addressing MFN interaction with side letters to avoid circularity, and resolving over-subscription when multiple participation rights coexist. - Skill: `finchipaiorg/ecvc-draft-ira` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-draft-ira` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-draft-ira/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/ecvc-draft-ira --- # Skill: Draft Investors' Rights Agreement ## 1. Subject-matter triage - Confirm the primary deliverable is the amended and restated investors’ rights agreement; draft that first and treat the issues memorandum as secondary. - Read the term sheet, purchase agreement, charter, side letters, and any registration-rights exhibits together before drafting. - Identify whether the transaction actually includes demand, piggyback, S-3, participation, MFN, ESOP top-up, or pay-to-play concepts; do not import provisions that are not in the deal set. - Calibrate any investor-status gate to the actual post-closing cap table, not to an earlier financing baseline. - If multiple investors or side-letter variants exist, treat each affected group separately rather than assuming one uniform rule set. ## 2. Failure modes the skill is correcting - Investor-status thresholds are copied from prior forms without re-checking the current capitalization, causing the wrong holders to qualify. - Piggyback rights are drafted without a clear cutback hierarchy, so underwriter reductions are left ambiguous. - MFN language is written as an automatic ratchet and can conflict with side-letter MFNs, creating circular or self-referential upgrades. - Participation rights are not reconciled when enhanced and standard rights compete for the same allocation. - ESOP top-up mechanics are left open-ended, creating an uncapped dilution obligation. - Pay-to-play is added or omitted inconsistently with the actual agreed term sheet and organizational documents. - Cross-references to governing documents, side letters, and purchase documents are left stale or internally inconsistent. - The companion memo states problems but does not turn them into concrete drafting or diligence actions. ## 3. Legal frameworks / domain conventions that apply - Use the conventional venture-capital registration rights architecture: demand rights, piggyback rights, S-3 rights, and termination mechanics, each keyed to the actual financing. - State the investor-status threshold as a function of the post-financing ownership and fully diluted capitalization reflected in the source documents. - In piggyback provisions, specify who gets cut first, how reductions are allocated, and how residual shares are shared after the underwriter’s cap. - Draft participation rights with an explicit allocation formula and an explicit tie-break rule if total requested participation exceeds availability. - Draft MFN, if included, as a request-and-accept process rather than an automatic self-executing upgrade unless the source documents clearly require otherwise. - When side letters also contain MFN concepts, define the comparison universe so that the clause does not loop back through other investors’ side-letter rights. - If an ESOP top-up is required, cap the obligation to a stated pool ceiling and tie the mechanic to the post-closing capitalization. - If pay-to-play appears in the agreed package, align it with the charter, voting agreements, and any shadow-series mechanics; otherwise omit it. - Use the governing law, defined terms, notice mechanics, and amendment standard from the deal documents consistently across the draft. - For every legal proposition used in the memorandum or drafting rationale, identify the controlling contractual provision, statutory rule, or standard market convention that supports it. ## 4. Analytical scaffolds - Build the agreement clause by clause from the source package: definitions, registration rights, information rights if included, observer or inspection rights if included, MFN, ancillary covenants, and boilerplate. - For each registration right, confirm the holder class, triggering threshold, initiation mechanics, deferral periods, and sunset/termination triggers. - For each piggyback right, confirm the offering type, issuer and holder cutbacks, underwriter discretion, and allocation order among holders. - For each participation right, identify the eligible pool, the baseline pro rata allocation, any enhanced rights, and the over-subscription solution. - For each MFN issue, compare the operative clause, any side letters, and any parallel rights in related transaction documents to eliminate circularity. - For any ESOP or similar pool adjustment, test the mechanic against the closing capitalization and the maximum pool size specified in the deal. - For any pay-to-play concept, verify that the operative terms match the term sheet and the organizational documents before carrying them into the draft. - Prepare the issues memorandum as an implementation roadmap: what is inconsistent, where the inconsistency appears, and how to resolve it in the final documents. - Where the source package contains more than one investor group, side letter, or rights variant, analyze each separately before synthesizing the final drafting position. ## 5. Vertical / structural / temporal relationships - Draft the agreement to track the transaction timeline: pre-closing capitalization, closing, post-closing registration rights eligibility, and any later termination or sunset event. - Preserve vertical consistency between the investors’ rights agreement, charter provisions, purchase agreement, and side letters so that a later document does not silently override an earlier one. - Sequence cutback mechanics from issuer-level limits to holder-level allocations, then to any residual sharing rule, so the hierarchy is readable on its face. - Where a later financing or side letter changes a rights package, state whether it supersedes, supplements, or is merely parallel to the base agreement. - If there are multiple investor cohorts, separate their rights by cohort, then state any cross-cohort coordination rule only after the cohort-specific rights are fixed. ## 6. Output structure conventions - Deliver the amended and restated investors’ rights agreement in standard venture-capital form with operative clauses, not commentary. - Use the actual transaction inputs, defined terms, and threshold data from the source documents; do not leave placeholders where the deal package provides a number or condition. - Keep cross-references internally consistent across all deal documents and side letters. - The issues memorandum should be concise, practical, and organized by issue, with each item stating the discrepancy, the implicated documents, and the recommended drafting or diligence fix. - End the memorandum with a clear Recommended Actions section that assigns each action to a role and ties it to the transaction timing. - Ensure both files are complete, non-empty, and ready for production as `investors-rights-agreement.docx` and `issues-memorandum.docx`.