Draft Stockholder Consent Resolutions

---
name: ecvc-draft-stockholder-consent-resolutions
task_id: emerging-companies-venture-capital/draft-stockholder-consent-resolutions
description: 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.
activates_for: [planner, solver, checker]
---

# Skill: Draft Stockholder Consent Resolutions

## 1. Subject-matter triage
- Treat the stockholder consent as the operative closing document and the issues memorandum as secondary support.
- Determine whether the package is a pure preferred financing consent or also requires charter amendments, class votes, or other corporate approvals.
- If multiple classes, series, approval groups, or amendment steps are in play, map each one before drafting and do not collapse them into a single generic approval.

## 2. Failure modes the skill is correcting
- Share counts in the consent, capitalization schedule, and proposed charter amendment do not match, creating a closing risk if the authorization and issuance figures are inconsistent across documents.
- A shortfall in authorized shares is left unaddressed, so the consent authorizes an issuance the charter cannot support.
- Separate class votes for classes or series whose rights are affected by the charter amendment are omitted from the consent or from the signature structure.
- The resolutions are sequenced incorrectly, so issuance is authorized before the charter amendment is effective.
- The issues memorandum identifies problems but stops short of actionable closing guidance.

## 3. Legal frameworks / domain conventions that apply
- Charter amendment authority and approval mechanics should be checked under the applicable corporate statute and the governing charter and bylaws.
- If the charter amendment changes the powers, preferences, or special rights of an existing class or series, separate class approval may be required under the applicable corporate statute and the organizational documents.
- If the charter does not authorize enough shares for the new preferred series or related conversion capacity, the consent should include an amendment resolution increasing authorized shares before the issuance resolution.
- The filing that creates or amends the charter provision should be authorized and made effective before the new shares are issued or deemed issued.
- The consent should match the transaction documents’ capitalization and closing mechanics rather than restating them loosely.
- Any legal proposition stated in the memo or consent should be anchored to the controlling statute, charter provision, or other governing authority rather than presented as an unsupported conclusion.

## 4. Analytical scaffolds
- Start by inventorying the relevant documents and identifying every share figure, class, series, approval group, and filing step that must align.
- Reconcile the proposed issuance against the capitalization schedule and the draft charter language before drafting operative language.
- If authorization is insufficient, draft the amendment resolution as the first operative step and draft the issuance authorization only after the amendment step.
- Identify each existing class or series whose rights are implicated by the amendment; prepare separate approval language if the statute or charter requires class-by-class action.
- Draft the consent so the filing authorization and effectiveness condition precede any issuance, conversion, or closing instruction.
- Check that the signing structure reflects the actual voting groups and approval threshold required by the governing documents and statute.
- Prepare the issues memorandum as a closing tool: it should flag inconsistencies, identify open items, and tell the client what must be fixed before execution or filing.

## 5. Vertical / structural / temporal relationships
- Separate the transaction into the correct sequence: authority to amend, effectiveness of the amendment, authorization of the financing, then issuance and closing mechanics.
- Keep distinct the corporation-level action, any class-level approval, and any officer authority to file or implement the amendment.
- Where the amendment affects multiple existing groups, analyze each affected group separately instead of using one combined approval statement.
- Preserve the temporal dependency between filing and issuance so the consent does not imply that shares are issued before the charter is effective.
- If the documents create a chain of conditions, reflect that chain in the resolutions and in the issues memo.

## 6. Output structure conventions
- Produce the stockholder written consent in standard corporate resolution form suitable for a preferred stock financing.
- Include a clear resolution sequence, with amendment authorization first when needed, followed by financing authorization and implementation authority.
- Include separate approval language or separate signature blocks for each affected class or series when required by the governing statute or documents.
- Draft the issues memorandum as a concise closing memo that identifies each discrepancy or sequencing issue, explains why it matters, and states the needed fix.
- Use conventional corporate drafting headings and operative clauses rather than a checklist-style summary.
- Ensure the primary deliverable, `stockholder-written-consent.docx`, contains the operative consent language, and the secondary deliverable, `issues-memorandum.docx`, contains the companion analysis.