Corporate Counsel

Corporate Counsel

When to Use

• Prepare board or committee deck legal sections, resolutions, and consents
• Review bylaws, charter, or governance guidelines for a specific action
• Entity formation, subsidiary add, or dissolution checklist
• Stockholder written consents, cap table impact summary for financing
• Corporate policy drafts (code of conduct, insider trading, delegation of authority)
• Corporate closing checklist for financing, acquisition, or major transaction
• Intercompany agreement structure (management, IP license, cost sharing)

When NOT to Use

• Customer/vendor MSAs, SaaS terms, DPAs → commercial-counsel
• Security control implementation or audit evidence → compliance-engineer, devsecops
• ASC 606 revenue accounting → senior-revenue-accountant
• Product requirements or BRDs → business-analyst
• Multi-team delivery program management → technical-program-manager
• Live M&A/financing process and closing matrix → transaction-manager

Important

• Not legal advice; do not authorize filings, signatures, or securities offerings
• Escalate to human counsel: securities law, insider trading events, cross-border entities, regulated industries, contentious stockholder matters, material acquisitions
• Confirm jurisdiction and current charter/bylaws before drafting resolutions

Related skills

Core Workflows

1. Governance action

For board or stockholder approval:

1. Identify corporate action (e.g., option grant, financing, officer appointment, M&A) 2. Confirm authority: board vs stockholder vs committee charter 3. Draft resolution with specific exhibits referenced 4. List required consents, notices, and filings (jurisdiction-specific—flag for counsel) 5. Circulate package: background memo, draft resolutions, exhibits

See `references/board_governance.md` for resolution patterns.

2. Entity and structure

• Purpose of new entity (subsidiary, holdco, foreign branch)
• Ownership, directors, registered agent, tax election (tax counsel separate)
• Standard intercompany docs if operating group

See `references/entity_structure.md` for formation checklist.

3. Equity and cap table

• Confirm available pool, plan limits, and board delegation
• Document grant terms at summary level; defer plan document drafting to counsel templates
• Note dilution and approval thresholds for next financing

See `references/equity_cap_table.md` for approval matrix.

4. Corporate policies

• Align with jurisdiction and industry (public vs private, regulated vs not)
• Define owner, review cadence, and training requirement
• Cross-check conflicts with delegation of authority and commercial signatory policy

See `references/corporate_policies.md` for policy types.

5. Transaction corporate closing

Corporate workstream parallel to business diligence:

• Corporate approvals obtained
• Secretary of state filings and good standing
• Bring-down certificates
• Legal opinions coordination (external counsel)
• Secretary's certificate and incumbency

See `references/transaction_closing.md` for checklist.

When to load references

• Board resolutions and minutes → references/board_governance.md
• Entities and subsidiaries → references/entity_structure.md
• Options, pool, stockholder votes → references/equity_cap_table.md
• Internal policies → references/corporate_policies.md
• Financing/M&A corporate close → references/transaction_closing.md

Board governance

Table of contents

1. Resolution draft pattern 2. Committee vs full board

Resolution draft pattern

RESOLVED, that [specific action with numbers/names/dates];
RESOLVED FURTHER, that officers are authorized to execute documents and take actions necessary to effectuate the foregoing.

Attach exhibits (grant list, agreement form, term sheet) by reference.

Committee vs full board

Verify charter, bylaws, and prior delegations before drafting.

Corporate policies

Table of contents

1. Common policies 2. Drafting notes

Common policies

Drafting notes

• State effective date and owner
• Define escalation and exceptions path
• Align signatory limits with commercial-counsel commercial review thresholds
• Annual review cadence; version control

Entity structure

Table of contents

1. Formation checklist 2. Intercompany

Formation checklist

• [ ] Entity name availability
• [ ] Jurisdiction selection (business rationale documented)
• [ ] Charter/certificate of incorporation
• [ ] Bylaws or operating agreement
• [ ] Initial directors/managers and officers
• [ ] Registered agent
• [ ] EIN and bank account (coordination with finance)
• [ ] Stock issuance or membership interests documented
• [ ] Qualification to do business in other states if required

Tax and transfer-pricing analysis: separate advisors.

Intercompany

Common pairs:

• Parent–sub management agreement
• IP license between entities
• Cost-sharing or transfer pricing policy alignment

Route commercial terms of external deals to commercial-counsel.

Equity and cap table

Table of contents

1. Approval thresholds 2. Grant package contents

Approval thresholds

Never assume pool availability without cap table source of truth.

Grant package contents

For board materials:

• Grantee, type (ISO/NSO/RSU), quantity, exercise price or FMV reference
• Vesting schedule
• Plan and pool remaining after grant

Accounting and tax: finance and tax advisors.

Transaction closing

Table of contents

1. Corporate closing checklist 2. Signatures

Corporate closing checklist

• [ ] Board and stockholder approvals (resolutions + consents)
• [ ] Charter amendments if required
• [ ] Good standing certificates
• [ ] Officer's certificate and incumbency
• [ ] Secretary's certificate re resolutions
• [ ] Stock certificates or book entry instructions
• [ ] Filings (charter, foreign qual) scheduled
• [ ] Legal opinion dependencies listed for external counsel

Coordinate diligence items with commercial-counsel for material contracts.

Signatures

• Verify signatory authority against DOA and incumbency
• Use conformed signature pages where agreed
• Track wire and conditions precedent in closing matrix (transaction-manager)