# Ecvc Extract Key Terms Cap Table > A cap table analysis memo for a proposed financing must verify option pool arithmetic with the correct fully diluted denominator, estimate conversion shares for outstanding convertibles at relevant prices, cross-check anti-dilution mechanisms against governing formation and charter documents, and identify consent requirements that would be triggered by the proposed financing. - Skill: `finchipaiorg/ecvc-extract-key-terms-cap-table` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-extract-key-terms-cap-table` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-extract-key-terms-cap-table/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-extract-key-terms-cap-table --- # Skill: Extract Key Terms from Cap Table ## 1. Subject-matter triage - Treat the cap table, charter/formation documents, equity plan, investor rights materials, and convertible instruments as one integrated record. - If the documents describe multiple securities, financing prices, or consent holders, enumerate each one before analyzing dilution or approval impact. - If only one class, one instrument, or one approval path is in scope, say so explicitly and explain why. - Separate stated ownership from inferred fully diluted ownership, and separate current capitalization from post-financing capitalization. ## 2. Failure modes the skill is correcting - Reading the cap table at face value without reconciling it to the governing formation documents, equity plan, charter, and instrument terms. - Calculating option pool percentage against the wrong denominator and understating the pool’s dilutive effect. - Treating convertibles as if they are already outstanding shares instead of estimating their share impact under the applicable conversion formula and financing price. - Accepting a cap table footnote on anti-dilution or preference mechanics when the controlling document says something different. - Missing protective provisions, class votes, or series consents that the proposed financing would trigger. - Collapsing different classes, series, or instruments into a single blended figure and losing the ranking, conversion, or consent analysis. - Stating an issue without tying it to the relevant share base, the interacting document, and the closing consequence. ## 3. Legal frameworks / domain conventions that apply - Fully diluted capitalization must be analyzed on the basis used by the governing documents and financing mechanics; where pool shares are included in the denominator, the pool percentage must be tested on the post-pool fully diluted base, not a pre-pool base. - Convertible instruments must be analyzed under their own conversion provisions, including price-based conversion, cap-based conversion, discount-based conversion, and any accrued economics that affect share issuance. - The controlling document governs conflicting descriptions of liquidation preference, conversion, anti-dilution, and class rights; cap table summaries are not controlling if inconsistent. - Preferred stock rights are read by series and by class; seniority, conversion ratio, liquidation preference, participation, and protective provisions can differ across series. - Protective provisions, charter amendments, issuance approvals, and preference changes often require separate holder consent thresholds; the proposed financing must be tested against each triggered approval right. - If the source documents identify a statutory or charter-based approval standard, use that authority; otherwise apply the relevant charter, plan, or investor-rights provision as the controlling rule. - Every conclusion should be traceable to a named document, section, schedule, or defined term, not merely to a summarized cap table line. ## 4. Analytical scaffolds - Ownership summary: - List each class, series, and material holder group separately. - State shares on a basic basis and on a fully diluted basis. - Identify the denominator used and whether it includes pool shares, vested/unvested awards, and convertibles. - Option pool analysis: - State the authorized pool, the available/unallocated pool, and the pool percentage. - Show the denominator used for the percentage and whether the calculation is pre-pool or post-pool. - Reconcile any mismatch between the cap table presentation and the equity plan or charter authorization. - Convertible instrument analysis: - For each instrument, state the principal or purchase amount, conversion trigger, and key conversion terms. - Estimate share issuance at each relevant financing price or conversion scenario reflected in the documents. - Flag instruments that convert automatically, optionally, or only upon specific closing conditions. - Anti-dilution and charter cross-check: - For each preferred series, compare the cap table’s description of anti-dilution, conversion, and preference mechanics to the controlling charter or analogous formation document. - Identify any divergence, ambiguity, or incomplete summary. - State which document controls and why. - Consent and approval analysis: - Identify each protective provision or consent right implicated by the proposed financing. - State the approving holder group, threshold, and document source. - Note whether the current capitalization appears sufficient to satisfy the threshold or whether additional consents are needed. - Economic term summary: - For each preferred series, capture liquidation preference, participation status, conversion ratio, and ranking in the waterfall. - Tie each term to the document section that establishes it. - Issue framing: - For each discrepancy, quantify it against the relevant share base, threshold, or approval requirement. - Cross-reference the interacting document or provision. - State the downstream financing consequence: closing delay, pricing impact, dilution change, consent failure, or amendment need. ## 5. Vertical / structural / temporal relationships - Distinguish present ownership, as-converted ownership, and post-closing ownership. - Distinguish pre-money, closing, and post-closing mechanics when reviewing dilution and approval rights. - Distinguish basic shares, fully diluted shares, reserved shares, and contingent shares. - Distinguish senior, pari passu, and junior series when analyzing preference and consent rights. - Distinguish instrument-specific conversion economics from company-level capitalization summaries. - If a term depends on another document, analyze the controlling hierarchy first, then the cross-reference, then the practical effect. ## 6. Output structure conventions - Prepare a concise but complete cap table analysis memo. - Use conventional sections such as: capitalization summary, option pool analysis, convertibles analysis, preferred stock terms, anti-dilution / charter comparison, consent and approval analysis, and key takeaways. - Include tables where they improve clarity, especially for ownership, pool arithmetic, instrument conversion, and approval rights. - State any arithmetic assumptions openly and show the denominator used for each percentage. - When documents conflict, present the conflict directly, identify the controlling source, and explain the closing impact. - End with a short recommended actions section that lists the next steps, the responsible party, and the timing relative to the financing closing.