| name | corporate-counsel |
| description | 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.
|
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
| Need | Skill |
|---|
| Commercial contracts (MSA, vendor, customer) | commercial-counsel |
| Regulatory control and audit evidence | compliance-engineer |
| Security and privacy program | cybersecurity |
| Revenue and equity accounting entries | senior-revenue-accountant |
| Transaction program coordination | technical-program-manager |
| M&A deal execution, closing matrix, diligence | transaction-manager |
| M&A deal leadership, IC, valuation mandate | transaction-principal |
| Order forms, deal desk, signature tracking | deal-operations-administrator |
| Employee onboarding, HRIS, performance cycle ops | people-operations-specialist |
Core Workflows
1. Governance action
For board or stockholder approval:
- Identify corporate action (e.g., option grant, financing, officer appointment, M&A)
- Confirm authority: board vs stockholder vs committee charter
- Draft resolution with specific exhibits referenced
- List required consents, notices, and filings (jurisdiction-specific—flag for counsel)
- 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
