carta-ownership

name	carta-ownership
description	Analyzes voting rights, liquidation seniority, and preferred vs common holder breakdown for a company. Use when asked about voting power, protective provisions, consent requirements, preferred stockholders, or seniority. Do NOT use for a simple stakeholder or shareholder list — use carta-stakeholders instead. For general visual ownership summaries or cap table overviews, use the cap_table_chart tool instead.
allowed-tools	["mcp__carta__fetch","mcp__carta__list_contexts","mcp__carta__set_context","mcp__carta__list_accounts","mcp__carta__cap_table_chart","AskUserQuestion"]

Ownership Structure

Surface which preferred stockholders hold voting power and would typically need to consent for major corporate actions (financing rounds, M&A, charter amendments).

Routing note: If the user asks for a general "ownership breakdown" or "cap table summary" without mentioning voting rights, seniority, or protective provisions, use the cap_table_chart MCP tool instead — it renders an interactive visual summary. This skill is for detailed voting/governance analysis.

When to Use

• "Who are the preferred stockholders?"
• "Show me the ownership breakdown by share class"
• "Who has voting power?"
• "What does the cap table look like by holder?"
• "Which investors hold the most shares?"
• "What's the seniority stack?"

Prerequisites

You need the corporation_id. Get it from list_accounts if you don't have it.

Data Retrieval

The gateway defaults to detail=summary for list commands. This skill needs individual records, so "detail": "full" is passed explicitly.

1. fetch("cap_table:get:rights_and_preferences", { corporation_id })
2. fetch("cap_table:get:cap_table_by_stakeholder", { corporation_id, "detail": "full" })

Key Fields

From share classes:

• name: class name (e.g. "Series A Preferred")
• stock_type: "PREFERRED" or "COMMON"
• votes_per_share: voting weight (0 = non-voting)
• seniority: liquidation seniority rank (higher = senior)

From cap table by stakeholder:

• Per-stakeholder share counts and ownership % broken down by share class

Workflow

Step 1 — Fetch Share Classes

fetch("cap_table:get:rights_and_preferences", { corporation_id })

Step 2 — Fetch Cap Table by Stakeholder

fetch("cap_table:get:cap_table_by_stakeholder", { corporation_id, "detail": "full" })

This returns per-stakeholder ownership broken down by share class.

If the user's question is anchored to a specific date (e.g. "who had voting control at Q1 close", "preferred holders on 3/31"), add as_of_date (ISO YYYY-MM-DD or MM/DD/YYYY):

fetch("cap_table:get:cap_table_by_stakeholder", { corporation_id, "detail": "full", "as_of_date": "2026-03-31" })

Note: cap_table:get:rights_and_preferences does not support as_of_date — it returns the current share class structure. Flag this to the user if the question hinges on historical share class terms.

Step 3 — Identify Preferred Holders

From the share class data, identify preferred classes (stock_type = "PREFERRED" or votes_per_share > 0).

From the cap table, identify stakeholders holding preferred shares. Sort by:

1. Seniority (most senior first)
2. Fully diluted ownership % (descending)

Step 4 — Present Results

Format as tables (see Presentation).

Gates

Required inputs: corporation_id. If missing, call AskUserQuestion before proceeding (see carta-interaction-reference §4.1).

AI computation: No — this skill presents Carta data directly.

Presentation

Format: Two tables (preferred holders, common holders)

BLUF lead: Lead with the total number of preferred holders and the most senior share class before showing the tables.

Sort order: By seniority (most senior first), then by fully diluted ownership % descending.

Preferred Stockholders with Voting Rights

Holder	Share Class	Shares	FD %	Votes/Share	Seniority
...	...	...	...	...	...

Common Stockholders (if relevant — founders, employees)

Sort by fully diluted ownership % descending.

Holder	Shares	FD %
...	...	...

Caveats

• Carta surfaces share ownership and voting structure, but does not expose actual consent thresholds or protective provision terms — those live in the Stockholders' Agreement and Certificate of Incorporation. This data identifies who holds voting preferred shares; an attorney must interpret what approvals are required and at what thresholds.
• If the user asks about specific thresholds (e.g., "do we need 60% of Series A to approve?"), acknowledge the limitation and recommend reviewing the governing documents.