Draft Voting Agreement

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

# Skill: Draft Voting Agreement

## 1. Subject-matter triage
- Confirm the governing form is the NVCA-style voting agreement and that the draft must track the deal’s capitalization, board, and investor-rights mechanics rather than improvise bespoke governance.
- Separate the operative agreement from the companion issues memo: the agreement must be complete and executable; the memo is advisory and secondary.
- If source documents conflict, resolve the drafting issue in the agreement and record the conflict, the likely source, and the recommended fix in the memo.
- Before stopping, ensure the agreement file exists, is non-empty, and contains operative clauses and any needed schedules, not just commentary.

## 2. Failure modes the skill is correcting
- Board composition is drafted without verifying the arithmetic of the director designation calculation or stating the rule for rounding where a seat allocation is not an integer.
- The proxy is left as a bare voting instruction instead of an irrevocable proxy coupled with an identified interest and enforceability language.
- The drag-along obligation is drafted to end on termination without preserving survival until the underlying sale closes.
- Observer-related language omits the privilege carve-out needed when a stockholder also participates as a board observer.
- The draft mirrors one source document without reconciling inconsistencies across the full source set.
- The issues memo lists problems without tying them to the operative deal terms or giving a usable resolution path.

## 3. Legal frameworks / domain conventions that apply
- NVCA voting agreement convention: tie board designation rights to defined investor and stockholder groups, state who votes for whom, and align the mechanics with the charter, investor rights agreement, and any side letter or disclosure schedule.
- Irrevocable proxy doctrine: under standard agency principles and state corporate law, a proxy should be drafted as irrevocable and coupled with an interest when enforceability beyond ordinary revocability is intended; identify the supporting interest expressly.
- Board-seat allocation practice: percentage-based appointment rights should be translated into a fixed board size, designation buckets, and a stated rounding convention so the seat count is administrable.
- Drag-along practice: state the trigger, the approving holders, the form of consideration, and any transfer mechanics; if termination can occur before closing, preserve survival for the drag-along covenant until the sale is consummated.
- Privilege and observer practice: a board observer acknowledgment should exclude privileged attorney-client communications and be harmonized with any observer-rights or confidentiality undertaking governing attendance and materials.
- Contract interpretation practice: defined terms, precedence clauses, and cross-document consistency matter; the draft should not create hidden conflicts with charter, investor rights, ROFR/co-sale, or management rights language.

## 4. Analytical scaffolds
- Start with the cap-table and governance baseline: identify the total board size, each designation right, the voting group that controls the designation, and the arithmetic used to convert ownership thresholds into seats.
- For each designation right, draft the obligation in active terms: vote for, vote against, consent to, or take specified action, as applicable.
- For each seat-allocation provision, include the counting method, any fractional-seat rule, and a plain-language example if the source documents create ambiguity.
- Draft the proxy section as a separate operative provision: state irrevocability, coupling with an interest, scope of authority, and duration tied to the protected voting right.
- Draft drag-along language with the full transactional chain: qualifying sale trigger, required approvals, required holder actions, transfer obligations, closing mechanics, and survival after termination until closing.
- Check termination provisions against every continuing covenant; add an explicit carve-out where post-termination survival is needed.
- Test observer language for privilege leakage: confirm privileged discussions, draft materials, and attorney-client communications are excluded from access where required.
- Reconcile all cross-document inconsistencies by choosing the drafting rule that best fits the NVCA structure and the integrated financing package.
- Prepare the issues memo as a resolution-oriented comparison of conflicts, open items, and drafting choices.

## 5. Vertical / structural / temporal relationships
- If the voting agreement depends on charter provisions, draft to the charter as the vertical senior document and avoid inconsistent governance mechanics.
- If the investor rights agreement or observer rights document addresses board attendance, confidentiality, or information rights, align the voting agreement so it does not expand access beyond those instruments.
- If drag-along rights depend on a sale process that closes after notice or consent, make the temporal survival explicit so termination does not defeat the closing mechanics.
- If multiple source documents assign different designation rights or different terminology to the same governance concept, normalize the terms in the agreement and note the mismatch in the memo.

## 6. Output structure conventions
- Draft the voting agreement in standard venture-financing form, adapted to the deal terms and source-document hierarchy.
- Include the board composition mechanics in a clear provision or schedule, with designation groups and allocation rules stated in operational terms.
- Include the irrevocable proxy as its own section with enforceability and interest-coupling language.
- Include drag-along provisions with express survival through closing if termination can occur earlier.
- Include a privilege/observer acknowledgment only to the extent the source documents support that concept and the agreement must harmonize with them.
- Prepare a separate issues memorandum that identifies each cross-document conflict, explains why it matters, and states the recommended resolution.
- In the issues memorandum, close each issue with the operative facts from the source set, the interacting document or clause, and the practical consequence of leaving the conflict unresolved.
- End the issues memorandum with Recommended Actions that assign each action to the appropriate role and tie it to the transaction timeline.
- Use ordinary legal drafting conventions; do not copy source-document phrasing verbatim when a neutral restatement will do.