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corporate-counsel

Skill8 starsChanged 6 months agoMITView on GitHub

Guides corporate legal support—entity structure, board and stockholder governance, corporate resolutions and minutes, equity and cap table mechanics, corporate policies, intercompany arrangements, and corporate closing checklists for financings or M&A. Use when drafting board materials, reviewing governance documents, entity formation or subsidiary setup, stockholder consents, option plan mechanics, D&O considerations at checklist level, or corporate approval packages—not for B2B MSAs and vendor/customer redlines (commercial-counsel), SOC/ISO evidence (compliance-engineer), tax/accounting treatment (senior-revenue-accountant), or employee HRIS and lifecycle operations (people-operations-specialist). For live deal execution—diligence coordination, closing matrix, signing, funds flow—use transaction-manager. For deal thesis, valuation, and negotiation mandate, use transaction-principal. Output is drafting assistance; human counsel must approve binding actions.

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  1. Distinctive:

    Document grant terms at summary level.

    line 83

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SKILL.md

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

NeedSkill
Commercial contracts (MSA, vendor, customer)commercial-counsel
Regulatory control and audit evidencecompliance-engineer
Security and privacy programcybersecurity
Revenue and equity accounting entriessenior-revenue-accountant
Transaction program coordinationtechnical-program-manager
M&A deal execution, closing matrix, diligencetransaction-manager
M&A deal leadership, IC, valuation mandatetransaction-principal
Order forms, deal desk, signature trackingdeal-operations-administrator
Employee onboarding, HRIS, performance cycle opspeople-operations-specialist

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

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