Draft Board And Stockholder Consent Resolutions For Acquisition Of Target Company

---
name: draft-board-stockholder-consent-resolutions
task_id: corporate-ma/draft-board-and-stockholder-consent-resolutions-for-acquisition-of-target-company
description: Guides drafting of a complete corporate consent package for an acquisition transaction, requiring separate board and stockholder approvals, any class-based preferred stock approval needed by the charter, and an issues memo that flags discrepancies and open items for counsel.
activates_for: [planner, solver, checker]
---

# Skill: Draft Board and Stockholder Consent Resolutions for Acquisition of Target Company

## 1. Subject-matter triage
- Identify the entity, the approving bodies, and whether the transaction is a merger, sale, or similar fundamental transaction.
- Determine whether the charter, bylaws, or preferred rights require any separate class or series approval in addition to general stockholder approval.
- Determine whether there are multiple approving constituencies, multiple closing documents, or multiple transaction steps that must be reflected in separate consents.
- If only one approving class exists, state that explicitly and draft accordingly; if more than one, handle each separately rather than collapsing them into one consent.

## 2. Failure modes the skill is correcting
- Drafting board and stockholder consents without a separate preferred-stock consent when the charter requires a distinct class or series vote.
- Omitting the statutory basis for corporate action or citing the wrong approval authority for the jurisdiction.
- Failing to address interested-director issues where a director has a material financial interest in the transaction or related arrangements.
- Drafting documents that track the deal summary but ignore charter-based priority or liquidation-right inconsistencies.
- Producing a memo that describes problems without naming their practical consequence and without giving a clear path to resolution.
- Treating the issues memo as a substitute for the execution-ready consent package rather than as a secondary advisory deliverable.

## 3. Legal frameworks / domain conventions that apply
- Apply the governing corporation statute for board and stockholder approval of mergers or comparable fundamental transactions; cite the controlling section by name and section number in the document.
- Apply the interested-director cleansing framework recognized under the governing corporate law, and identify any director whose participation requires special handling under that framework.
- Apply the charter’s preferred-stock class or series voting provisions when those rights are triggered by the transaction.
- Apply the charter’s liquidation preference, conversion, participation, or waterfall provisions when comparing the deal consideration against the existing capital structure.
- Treat the issues memo as counsel-facing advisory work: it should identify discrepancies, tie them to the governing authority, and recommend the next procedural step.
- Cite controlling authority for each legal proposition; do not state a conclusion without naming the rule, statute, charter provision, or other authority supporting it.

## 4. Analytical scaffolds
- Draft the board written consent first, then the general stockholder consent, then any separate preferred-stock consent, and only then the issues memo.
- Board consent: use the company’s full legal name, the effective date, the signing directors, transaction recitals, resolutions approving the transaction and related acts, the applicable statutory approval authority, and any director-specific cleansing or recusal language required by the facts.
- Stockholder consent: identify the consenting holders, state the transaction and consideration mechanics as reflected in the source documents, approve the transaction, and include any customary acknowledgment or waiver that is part of the approval package under the governing law.
- Preferred-stock consent: use a separate document whenever the charter gives the preferred class or series a separate vote; identify the class or series right from the charter and tie the approval to the governing statutory framework.
- Issues memo: compare the deal mechanics against the charter and approval documents, isolate inconsistencies, and explain why they matter to closing, economics, governance, or enforceability.
- For each issue, state the relevant authority, the interacting document or provision, and the downstream effect if unresolved.
- Where multiple documents or constituencies are implicated, walk through each one explicitly rather than describing them in aggregate.
- If a source document is ambiguous or incomplete, preserve that ambiguity in the memo and flag the missing factual input needed to finalize the consent package.

## 5. Vertical / structural / temporal relationships
- Preserve the sequence of corporate action: board approval before stockholder approval, and any class vote before execution where the charter or statute makes that sequencing relevant.
- Align each consent with the transaction timeline and distinguish pre-closing authorization from closing deliveries and post-closing ministerial actions.
- Where the deal includes deferred, contingent, or non-cash consideration, separate the approval of the transaction from the mechanics of later payment or adjustment and flag any mismatch with charter preferences or waterfall rights.
- If different classes of holders receive different treatment, reflect that vertical relationship in separate approvals and in the issues memo rather than normalizing them into one blended description.
- Keep approval authority, economic rights, and closing mechanics in the correct order so that the documents read as an execution package rather than a narrative summary.

## 6. Output structure conventions
- Produce four complete, execution-ready documents: board consent, stockholder consent, preferred-stock consent if required, and issues memo.
- Use conventional corporate drafting forms with clear recitals, resolutions, authorizations, and signature blocks appropriate to each approving body.
- Include the governing statutory cite in each consent that relies on corporate approval authority.
- Keep the issues memo separate from the consents and make it counsel-facing, concise, and action-oriented.
- For the issues memo, use a structured issue list with a clear severity label for each item, defined once at the top and applied consistently.
- For each memo item, include the relevant authority, the interacting document or provision, the practical consequence, and the next procedural step.
- End the memo with a short Recommended Actions section that assigns each action to a role and ties it to a closing milestone or other timing anchor.
- Do not substitute summaries for operative text; the consent documents must contain the actual resolutions and authorizations.
- Ensure each file is complete on its own and ready for execution or circulation without additional drafting.