Draft Subsidiary Board Resolutions For Intercompany Loan And Ip License Transaction

---
name: draft-subsidiary-board-resolutions-for-intercompany-loan-and-ip-license-transaction
task_id: corporate-governance/draft-subsidiary-board-resolutions-for-intercompany-loan-and-ip-license-transaction
description: Agents draft subsidiary board resolutions by checking director-interest issues, confirming quorum and cleansing mechanics, reviewing governing-document authorization limits, addressing cross-default risk, and applying the correct jurisdictional interested-director framework for each entity.
activates_for: [planner, solver, checker]
---

# Skill: Subsidiary Board Resolutions for Intercompany Loan, IP License, and Guaranty

## 1. Subject-matter triage
- Identify each subsidiary that is a party to the credit facility, IP cross-license, or guaranty, and separate the board action needed for each entity.
- Determine whether the request is purely drafting, or whether the source materials also require issue-spotting and recommendation drafting.
- If multiple entities, jurisdictions, or related documents are in scope, enumerate them first and then apply the analysis separately to each.

## 2. Failure modes the skill is correcting
- Assuming board approval is available before checking whether interested directors must recuse and whether a disinterested majority remains.
- Applying a generic interested-director approach without matching the entity’s governing law and organizational documents.
- Drafting resolutions that authorize documents the board cannot approve because of charter, bylaws, LLC agreement, or delegated-authority limits.
- Overlooking guaranty, cross-default, or sequencing risk that can make one affiliate’s approval depend on another’s closing condition.
- Failing to address arm’s-length pricing concerns for intercompany debt, royalties, or guaranty compensation.
- Writing a summary of issues instead of actual resolutions and a usable issues memorandum.

## 3. Legal frameworks / domain conventions that apply
- Apply the governing corporate or entity statute for the relevant jurisdiction, not a one-size-fits-all Delaware model.
- For interested-director approvals, confirm the available cleansing path under the controlling statute or analogous safe harbor, including approval by disinterested directors, approval by disinterested owners, or fairness-based validation where permitted.
- Confirm quorum using only eligible voting directors after recusals, and verify the quorum rule in both the statute and governing documents.
- Review the entity’s charter, bylaws, operating agreement, or equivalent for express limits on guaranties, indebtedness, affiliate transactions, or officer authority.
- Treat cross-default provisions as a structural risk when related instruments can trigger circular default, acceleration, or repayment consequences.
- Treat intercompany pricing as an arm’s-length question under applicable tax principles, including support for interest, royalty, and any guaranty fee.
- For IP cross-licenses, confirm the transaction aligns with ownership, sublicensing, scope, field-of-use, and permitted-transfer rights in the source materials.

## 4. Analytical scaffolds
- **Entity-by-entity map:** List each subsidiary, its jurisdiction, its role in each transaction, and the governing document that controls approval authority.
- **Director-interest review:** For each entity, identify interested and disinterested directors, note recusal requirements, and confirm whether the approving body remains valid.
- **Cleansing-path selection:** Choose the legally available approval route for each entity and tailor the recitals and operative language accordingly.
- **Authorization-limit review:** Compare the proposed transaction terms against all relevant approval caps, consent requirements, and officer-signing limits.
- **Document-interaction review:** Trace how the loan, license, guaranty, and any related collateral or financing documents interact, including cross-default and sequencing points.
- **Tax-and-structure review:** Check whether the loan pricing, royalty, and guaranty economics are supportable as market-based terms.
- **Consistency check:** Ensure the resolutions match the operative documents’ parties, defined terms, conditions precedent, and signature authority.

## 5. Vertical / structural / temporal relationships
- Draft separate resolutions where entity-specific law or authority differs; combine only where the same entity is approving all related actions and the governing documents support a single action.
- Align recitals, approvals, and officer authority so the resolutions track the order required for signing, effectiveness, and closing.
- If one approval depends on another document or entity action, state that dependency clearly in the issues memorandum and reflect it in the resolution language.

## 6. Output structure conventions
- Produce operative board resolutions, not commentary in place of approvals.
- Each set of resolutions should include: background recitals, disclosure of director interests, quorum and eligibility confirmation, the applicable cleansing or approval mechanism, the substantive authorization, and authority for officers to negotiate, execute, and deliver the documents.
- Use ordinary board-resolution style with clear “resolved” clauses and enough specificity that the approved transaction can be implemented without inferential gaps.
- The issues memorandum should organize risks by topic and state the governing rule or authority for each legal point.
- For every issue discussed in the memorandum, identify the source of concern, why it matters for closing or validity, and the action needed to address it.
- End the memorandum with a concise Recommended Actions section that assigns the next step to a role and ties it to the closing timetable or other transactional milestone.
- Do not rely on formatting alone to convey legal meaning; write the operative substance so it remains clear in a plain-text export.
- Before finishing, verify that the board-resolution package and issues memorandum are both complete, non-empty, and contain executable substance rather than a description of what should be done.