Claude Skills by sunyifeisb-art

Drafting an amended and restated certificate of incorporation for a venture financing requires reconciling overlapping protective provisions across equity classes, keeping drag-along thresholds consistent with the voting framework, verifying authorized-share sufficiency, and applying current corporate exculpation standards.

A board written consent for a preferred stock financing should resolve the financing authorization, address any option plan adjustments and grant approvals, handle convertible instrument conversion mechanics, disclose and manage any interested-director issues, and authorize closing actions and document execution.

Drafting a convertible bridge loan requires precise conversion-denominator definitions, explicit accrued-interest treatment, sequencing or aggregation rules for concurrent conversions of other instruments, and review of any tax-attribute risks that could be affected by a significant new equity issuance.

Drafting an initial or amended certificate of incorporation requires analyzing authorized-share sufficiency across all reservation categories, checking the governing corporate statute for anti-dilution and redemption mechanics, and updating exculpation provisions to reflect current standards for both directors and officers.

Drafting an execution-ready convertible note purchase agreement requires precise capitalization definitions, cross-checking cap table arithmetic, sequencing conversion with other outstanding convertible instruments, obtaining or representing lender consent under existing debt covenants, and disclosing insider conflicts under the applicable corporate law interested-director framework.

An omnibus IP assignment for an early-stage financing should address open-source contamination risks, employee-invention assignment carve-outs, federally funded invention obligations, and prior-employer overlap risks — not just enumerate the categories of assigned IP.

Drafting a merger escrow agreement requires aligning governing law with the merger agreement, specifying allocation methodology for different stockholder classes in each release scenario, separating working capital and indemnification mechanics, and addressing tax treatment of escrow earnings

A fintech lending platform compliance manual should address core consumer-lending compliance topics such as anti-money-laundering controls, military-borrower verification timing, privacy rights procedures, fair-lending monitoring, service-provider oversight, and baseline disclosure and unfair-practices obligations.

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.

A legal opinion for a preferred stock financing should address each requested opinion item separately, including organization and good standing, corporate authorization, valid issuance and capitalization, no-conflicts, identification of the applicable securities offering exemption, state securities law compliance by investor domicile, and enforceability of each transaction document.

Mark up a bridge loan agreement from the company's perspective by checking each provision against the agreed term sheet, aligning any security package with the agreed secured or unsecured structure, narrowing financial covenants to operationally workable concepts, reviewing change-of-control language for financing carve-outs, calibrating lender-consent mechanics, and addressing how any outstanding convertible instruments interact with the note conversion mechanics.

Marking up an investors’ rights agreement from the Company’s perspective requires comparing the counterparty draft against the negotiated term sheet, identifying added investor-favorable language, and reviewing provisions that can create spillover effects among registration, information, pro rata, drag-along, and most-favored-nation mechanics.

Marking up a merger agreement from the target's perspective requires reviewing closing conditions, remedy allocation, outside-date timing, tax-related provisions, and any post-closing contingent consideration protections, then preparing a redline and supporting commentary.

Marking up a preferred stock purchase agreement from the company's perspective requires comparing the draft to the agreed term sheet, reviewing all schedules and exhibits for hidden anti-dilution mechanics, identifying any investor-specific consent rights that go beyond the general class vote, reconciling the share authorization in the transaction documents against the charter documents, and checking whether any signing representations are inconsistent with the diligence record.

Drafting a merger agreement requires structuring the merger form, allocating assignment and consent risk, addressing any required governmental or third-party approvals, drafting earnout protections if applicable, handling warrant notice obligations if applicable, and using a market-standard material adverse effect definition and remedies structure.

An officer's closing certificate should separately address each applicable bring-down standard, use the company's actual officer titles, confirm that any good-standing evidence is current under the transaction agreement, and verify that board authorization timing is consistent with the certification date.

Drafting an amended and restated right of first refusal and co-sale agreement requires identifying the relevant holders and any related holding vehicles as parties where appropriate, conditioning permitted estate-planning transfers on retention of voting control, addressing charitable transfer carve-outs, keying termination to post-offering tradability rather than the offering date, and stating de minimis thresholds in durable terms rather than absolute share counts.

A right-of-first-refusal waiver for a secondary stock sale should be narrowly scoped to the specific transfer, address vesting and any repurchase-right status, identify the applicable securities-law transfer pathway in general terms, include legend-removal procedures, and require the transferee to execute a joinder to the applicable transfer-restriction agreement.

Drafting a SAFE requires correctly implementing the conversion mechanics, resolving denominator circularity when multiple SAFEs co-convert, specifying dissolution payment priority relative to outstanding preferred, and defining MFN "more favorable terms" to prevent over-broad term upgrades.

Drafting a founders' stock purchase agreement requires checking authorized-share sufficiency across all reservation categories, aligning vesting commencement with any credited prior service, treating IP assignment as a closing condition for each founder, and including an acknowledgment framework for any timely tax-election filing associated with restricted stock.

Drafting a stock option grant notice requires confirming that the valuation support is current, checking the applicable annual incentive stock option limit for the grantee, addressing fractional share rounding in the vesting schedule, and reviewing attached form agreements for any employment restrictions that may be unenforceable for the grantee's jurisdiction.

Drafting a secondary stock transfer agreement requires confirming transfer restriction compliance, specifying an applicable securities law exemption with supporting representations, addressing governance-related closing deliverables where relevant, and resolving any interaction between the transfer and related employment or consulting arrangements.

A stockholder written consent for a preferred stock financing should reconcile share counts across the consent, the capitalization schedule, and the proposed charter amendment; address any shortfall in authorized shares with a separate amendment resolution; include any required separate class votes for affected classes or series under the applicable corporate statute; and sequence the charter filing before the share issuance.

A stockholder written consent for a financing transaction should be drafted to address any authorized share shortfall, coordinate any charter amendment with the issuance of a new security class or series, evaluate equity incentive plan provisions that automatically increase the reserve and their interaction with any plan-imposed issuance cap, and condition issuance on the charter amendment becoming effective with the appropriate state filing office.

Drafting a subordination agreement requires distinguishing lien subordination from debt subordination, addressing purchase money security interest carve-outs, considering bankruptcy-related consent provisions, specifying subrogation rights, and aligning governing law with the senior loan agreement.

Drafting a voting agreement requires consistent board seat allocation, a clear proxy provision with enforceability language, a drag-along obligation that survives termination until the underlying transaction closes, and an acknowledgment addressing dual-capacity privilege risks for investors who also serve as board observers.

Extract and compare economic terms across multiple convertible notes by grouping instruments by issuer, separating note-level extraction from cross-note comparison, identifying definitional inconsistencies, and preparing dilution modeling inputs.

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.

A term extraction report for an investors' rights agreement should cross-check share-count references against the cap table or other capitalization records, explain the economic effect of any anti-dilution mechanism using a hypothetical example, flag enforceability issues for restrictive covenants under the applicable employment or contract law, and assess the restrictiveness of any drag-along by reviewing the triggering mechanics and founder-protective carve-outs.

Extract key terms from a merger agreement by reading definitions and operative provisions together, checking internal consistency across articles, and noting missing protections or unusual conditions that may matter to preferred stockholders.

Extracting key terms from a stockholder agreement requires fully capturing director qualification requirements embedded in board composition subsections, assessing debt covenant scope against the operative definition of the relevant indebtedness term, identifying any single investor's concentration of protective provision blocking positions, and confirming transfer-right exercise period precision together with any deemed-waiver mechanics.

A transfer restriction analysis for a proposed secondary sale must identify whether transfer restrictions apply to the relevant classes of equity, characterize the consequence of transferring without any required joinder, explain drag-along obligations that bind transferees upon joinder, and confirm whether any common-stock holder has registration rights eligibility.

A governance issues memo for a stockholder agreement must identify common drafting and consistency issues in voting thresholds, investor-status definitions, indebtedness covenants, drag-along mechanics, and transfer/co-sale provisions, and compare related terms across linked transaction documents for internal consistency.

Identifying issues in a bridge loan agreement requires assessing economic terms against market benchmarks, flagging a personal guaranty as non-standard for an institutional bridge, identifying one-sided amendment provisions, and evaluating revenue milestones for achievability given the company's stage.

Identifying issues in an investors’ rights agreement for a preferred stock financing requires checking for provisions carried over from an earlier form without updating them for the post-closing investor base, assessing the practical effect of any board observer on attorney-client privilege, reviewing restrictive covenants under the applicable law for each bound party, and comparing any repeated defined thresholds for consistency across the agreement.

A sell-side issues memo for a draft merger agreement should assess indemnification economics as percentages of transaction value against market conventions, identify whether a materiality scrape is present and explain the analytical consequence if it is not, compare any reverse termination fee to market norms, and evaluate interim operating covenants for carve-outs that preserve ordinary-course or committed business operations.

Identifying issues in a secondary stock transfer agreement requires confirming transfer-restriction notice and waiver timing, checking for conflicts in company approval under the applicable corporate statute, assessing whether ownership-restriction representations are too broad, and evaluating whether any secondary-sale pricing may create compensation-tax or valuation follow-on issues.

Identifying issues in a Series B preferred stock purchase agreement from the company's perspective requires flagging departures from market-standard anti-dilution mechanics, assessing expenditure consent thresholds against operational reality, analyzing restrictive covenant enforceability under the governing employment and corporate-law framework, and explaining any pay-to-play conversion mechanism.

Identifying issues in a Series B stock purchase agreement from the company's perspective requires all the analysis from the prior scenario plus evaluating cumulative dividend economics, the interaction between any pro-sandbagging clause and the indemnification cap, and whether protective provisions create concentrated veto control across an investor's blocking positions.

Guides the analyst to compare a counterparty redline against the company draft and negotiation playbook, applying sponsor-side framing across compensation, equity, termination, restrictive covenants, and miscellaneous provisions.

Guides defense counsel to analyze a multi-count employment complaint count-by-count, applying the relevant statutory limitations periods, damages ceilings, burden-shifting frameworks, and procedural defenses for each legal theory.

Guides the analyst through a workplace accommodation memorandum covering disability qualification, procedural timeline compliance, and accommodation-by-accommodation reasonableness analysis.

Guides the analyst through a privileged termination risk assessment, integrating protected-activity timeline analysis, burden-shifting frameworks, and pretext vulnerability identification across multiple employment-law theories.

Guides the analyst through a worker-classification risk assessment covering applicable tests across relevant legal regimes, factor-by-factor analysis of the working relationship, and structural remediation considerations.

Guides the analyst through a jurisdiction-specific handbook compliance gap analysis that compares each handbook policy against the applicable state statutory requirements and assigns severity ratings.

Guides defense counsel through a systematic cross-check of factual allegations in a complaint against personnel records, HR investigation materials, and compensation data, producing a structured discrepancy analysis.

Guides the analyst through a multi-jurisdiction enforceability analysis of a restrictive-covenant agreement, including jurisdiction-specific defects, procedural compliance failures, and assessment of a demand letter's legal claims.

Guides the analyst through a gap analysis comparing each component of a draft separation agreement against market benchmark data, the employment agreement's contractual entitlements, and any applicable equity plan provisions.

Guides the analyst through a coverage gap analysis memorandum comparing settlement terms against available insurance coverage, including policy-priority issues, reservation-of-rights handling, punitive-damages insurability, and defense-cost erosion.

Guides the drafter in preparing a submission-ready EEOC position statement that accurately presents the employer's defense across the charged theories, supported by documentation and comparator evidence.