Draft Stockholder Written Consent

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

# Skill: Draft Stockholder Written Consent

## 1. Subject-matter triage
- Treat the charter, board resolutions, term sheet, investor rights agreement, cap table, proposed certificate, equity plan summary, and investor counsel email as a single closing package.
- Identify whether the transaction requires: a charter amendment, a new class or series designation, an equity plan amendment, stockholder approval mechanics, and officer authority to file and close.
- Separate mandatory closing actions from explanatory cleanup; the consent must authorize operative corporate acts, not merely recite them.

## 2. Failure modes the skill is correcting
- Authorized share sufficiency is assumed rather than tested, and the consent omits a charter amendment when the existing certificate does not authorize enough shares.
- The transaction is sequenced backward, with stock issuance approved before the charter amendment is authorized and made effective through the filing office.
- The equity incentive plan is treated as self-executing without checking whether any evergreen increase is limited by a plan cap or savings language.
- The consent fails to align the filing authority, stockholder approvals, and closing authority into one coherent signing and effectiveness sequence.
- Cross-document inconsistencies are left unresolved between the cap table, proposed certificate, resolutions, and investor-facing email.

## 3. Legal frameworks / domain conventions that apply
- Under the governing corporate statute and the certificate of incorporation, shares may be issued only within the amount and type authorized by the charter; if the existing authorization is insufficient, stockholder approval of a charter amendment is required before closing the new issuance.
- A charter amendment creating or increasing a class or series generally must be authorized by the required stockholder vote and filed with the appropriate state filing office before the new securities are validly issuable.
- Equity incentive plans often contain evergreen mechanics that automatically increase the reserve on a recurring date; those mechanics must be read together with any express plan ceiling, sublimit, or disqualifying-savings clause.
- If the plan contains a cap, the consent should authorize only the increase permitted by the plan text and should not assume a larger reserve based on practice or negotiation.
- Where separate class votes are required by the statute, certificate, or designations, the consent must obtain and reflect each required voting group.
- Drafting should follow standard closing-document conventions: operative recitals, defined terms, sequencing, approvals, officer authority, effectiveness conditions, and signature blocks by voting group.

## 4. Analytical scaffolds
- First determine whether the current charter authorizes all common, preferred, option reserve, and warrant coverage needed for the closing package; if not, include a charter amendment resolution before any issuance resolution.
- Next determine whether the proposed certificate creates a new series or modifies rights of an existing series, and tie that action to the required filing with the state office.
- Then test the equity plan summary for evergreen increases, ceilings, and savings language, and draft the consent to approve only the reserve movement that is textually supported.
- Sequence the resolutions so that amendment authority comes first, plan action second if needed, and financing authorization third.
- Draft officer authority broadly enough to sign, file, and deliver the closing set, but condition consummation on effectiveness of the charter filing where required.
- Compare the closing documents against one another for mismatched names, defined terms, security labels, filing references, and outstanding approval gaps.
- Prepare the memorandum as a drafting note, not a legal opinion, and flag open items, assumptions, and any inconsistency requiring client confirmation.

## 5. Vertical / structural / temporal relationships
- Treat authorization, filing, effectiveness, and issuance as distinct steps; do not collapse them into one event.
- If a charter amendment is needed, the written consent should authorize the amendment first, authorize filing second, and authorize issuance only after effectiveness.
- If the plan reserve changes on a future date or by automatic evergreen, distinguish the present authorization from any future mechanical increase.
- If separate voting thresholds apply to common and preferred holders, or to different series, present the approvals in the order required by the charter and statute.
- Ensure the closing memo tracks any condition precedent that must be satisfied before the consent becomes operative.

## 6. Output structure conventions
- Draft a stockholder written consent in standard corporate form with:
  - title and date,
  - recitals,
  - defined approvals/resolutions,
  - officer authorization and filing instructions,
  - effectiveness or closing-condition language,
  - signature blocks arranged by the voting constituencies required for the approvals.
- Use a resolution sequence that tracks the transaction logic, not the order of the source documents.
- Draft the companion memorandum as a concise practitioner note that identifies:
  - the cross-document issues discovered,
  - the resolution path adopted,
  - the assumptions used,
  - any open confirmations needed before execution.
- Write the primary deliverable first and ensure it contains operative consent language, not a summary of intended actions.
- End the memorandum with a short Recommended Actions block that assigns each next step to the relevant officer or counsel and ties it to the closing milestone or filing event.