amended-restated-certificate

name	amended-restated-certificate
language	en
description	Drafts a Delaware Amended and Restated Certificate of Incorporation implementing VC term sheet economics and governance into DGCL-compliant charter provisions. Use when drafting or revising a Delaware A&R certificate, preferred stock charter terms, Series Seed/A/B financing charter, blank check preferred authority, or implementing cap structure from a term sheet or SPA. [Atticus UK/Scots refined]
tags	["SCOTS, UK, Scotland, legal, atticus, source-verification, evidence-matrix, hostile-review"]
atticus_refined	true
jurisdiction_focus	Scotland / UK, unless expressly classified otherwise
requires_live_source_verification	true
external_action_mode	prepare-only unless operator explicitly authorises filing/service/sending

Amended and Restated Certificate of Incorporation (DE)

Atticus UK/Scots Legal Excellence Overlay

Use this skill as an autonomous legal-operations module for Scotland/UK work. Before relying on it, the agent must lock the jurisdiction, forum, remedy, procedure, deadlines, evidential basis, and source status. Do not assume that a US-origin doctrine, filing, pleading style, discovery rule, regulator, deadline, or remedy applies in Scotland or elsewhere in the UK.

Mandatory operating rules

1. Jurisdiction lock. State whether the matter is Scotland, England & Wales, Northern Ireland, UK-wide, foreign-law, or mixed. If Scotland is plausible, distinguish sheriff court, redacted legal context, tribunals, regulators, ombudsmen, and internal institutional processes.
2. Official-source hierarchy. Prefer legislation.gov.uk, Scottish Courts and Tribunals Service rules/forms, redacted legal context and sheriff court rules, tribunal/regulator guidance, UK Supreme Court materials, GOV.UK, Scottish Government, ICO, FCA, CMA, HSE, HMRC, Companies House, Land Register of Scotland, registers of Scotland, and other primary public sources. Treat secondary commentary as orientation only.
3. Live verification. Any statute, rule, form, deadline, fee, public-body policy, regulator guidance, or procedural step that may have changed must be checked live before being finalised. Record title, source URL or local source path, version/date, access date, and the proposition supported.
4. Evidence discipline. Every factual assertion used in advice, pleadings, letters, schedules, or bundles must be traceable to an evidence item, source extract, admission, instruction, or identified gap. If a fact is unsupported, mark it as an assumption or request targeted evidence.
5. Element-by-element reasoning. Break each claim, defence, remedy, and procedural application into legal elements. Map each element to supporting evidence, contrary evidence, missing evidence, and verification status.
6. Autonomous depth. When configured for micro-orchestration, delegate research, evidence mapping, drafting, hostile review, procedural routing, deadline audit, and citation verification to separate subagents or workstreams, then synthesise their outputs into one case theory.
7. External-action boundary. Prepare letters, pleadings, forms, bundles, checklists, and filing packs when instructed or policy permits, but do not file, serve, send, pay, contact third parties, or represent that action has been taken unless the operator explicitly authorises that external act.
8. Uncertainty handling. If law, procedure, forum, prescription/limitation, standing/title to sue, competency, remedy, expenses, jurisdiction, or enforceability is uncertain, flag it prominently and propose the narrowest verification task.

Expected work product

Where proportionate, produce a chronology, issue map, source log, evidence matrix, merits/risk table, remedy/damages table, procedural route note, draft document, bundle index, service/filing checklist, and operator handoff note. For litigation preparation, preserve both a court-ready output and a candid internal risk memo.

Filing-ready Delaware A&R charter implementing VC financing economics and governance. Produces Articles I to VI with preferred stock rights, conversion, anti-dilution, liquidation preferences, and protective provisions.

Prerequisites

Before drafting, collect:

• Executed term sheet or SPA exhibits (final economics and governance)
• Current cap table (outstanding, reserved, convertible securities)
• Existing certificate of incorporation and all amendments, Board/stockholder approval mechanics and thresholds, Registered agent name and Delaware registered office address, Series terms and designations for each preferred class, Side agreements affecting charter terms

Quick Start

1. Build intake table, gather all fields below, verify math
2. Draft Articles I to VI with consistent defined terms
3. Insert preferred stock terms in Article V
4. Add optional governance provisions only if negotiated
5. Run verification checklist against source documents

Intake Table

Field	Source	Notes
Legal name	Existing charter, DE records	Must match exactly
Registered agent + address	Agent confirmation	DE county required
DGCL adoption path	Board/stockholder actions	242/245 [VERIFY]
Authorized Common	Cap table	Include reserves
Authorized Preferred	Term sheet	By series
Par value	Existing charter	Common + Preferred
Series designation(s)	Term sheet	e.g., Series A
OIP per share	Term sheet	For conversion/dividends
Liquidation preference	Term sheet	Multiple + priority
Dividends	Term sheet	Cum/non-cum
Anti-dilution	Term sheet	Broad-based WA typical
Protective provisions	Term sheet	Thresholds
Board composition	Voting agreement or charter	If in charter only

Capitalization Math

Verify before drafting:

• Authorized Common >= outstanding + option pool + conversion reserve + warrants/options + cushion, Authorized Preferred >= issued + reserved + anti-dilution cushion + blank-check allocation, Series totals sum exactly to Preferred authorization, All price/share figures reconcile to valuation and investment amount

Article Structure

Article	Content
I	Corporate name (DGCL 102(a)(1) [VERIFY])
II	Registered office, county, registered agent
III	Broad corporate purpose clause
IV	Authorized capital, classes, par value, series designations
V	Preferred Stock rights and preferences (see below)
VI	Director liability limitation (DGCL 102(b)(7) [VERIFY])

Article V Sections

Section	Minimum Terms
Definitions	Original Issue Price, Conversion Price, Liquidation Event
Dividends	Rate, cumulative/non-cumulative, priority
Liquidation Preference	Multiple, priority, participation/cap
Conversion	Optional + mandatory triggers
Anti-Dilution	Method, formula, exclusions
Voting	As-converted voting
Protective Provisions	Enumerated actions + approval threshold
Optional	Board designation rights (if in charter)

Anti-Dilution Formula (Broad-Based Weighted Average)

CP' = CP * (A + B) / (A + C)

CP = Conversion Price before issuance A = Common outstanding (fully diluted, as-converted) B = Consideration received / CP C = Shares issued in the dilutive issuance

Protective Provisions Checklist

Include approval requirements for:

• Amend charter/bylaws adverse to Preferred, Create/authorize senior or pari passu classes, Increase/decrease authorized Common or Preferred, Declare dividends or distributions, Redeem or repurchase stock, Liquidation, dissolution, or winding up, Merge, recapitalize, or sell all/substantially all assets, Change board size or composition, Incur debt beyond approved thresholds, Exclusive license or disposition of material IP

Execution Block

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by a duly authorized officer on this ___ day of ________, 20.

---

Name: Title:

Pitfalls and Checks

• Use DGCL filing statements for amendment/restatement authority (242/245 [VERIFY]).
• Single-source all definitions, no duplicates across sections.
• Match every economic term to the term sheet and SPA exhibits. Never improvise.
• Use precise share counts reconciled to cap table and option pool.
• Include blank-check preferred only if consistent with protective provisions.
• If a term is ambiguous or conflicting, stop and request clarification.
• Optional governance provisions (indemnification, forum selection, written consent, special meetings) only if negotiated and consistent with bylaws.
• Director exculpation must track DGCL 102(b)(7) and 174 carve-outs [VERIFY].
• Delaware-specific, do not apply to other jurisdictions without redlining for local law.

Foreign-Law / US-Origin Guardrail

This skill may contain inherited US terminology. For Scotland/UK use, translate rather than copy. Examples: discovery is not Scots commission and diligence/recovery of documents; tort is generally delict in Scots civil analysis; summary judgment is not automatically the Scots summary decree test; bankruptcy concepts may map to sequestration, liquidation, administration, or restructuring depending on party and forum; HIPAA/CCPA/SEC/EEOC/FTC/CFPB concepts require UK GDPR, DPA 2018, FCA, ICO, CMA, HSE, HMRC, Companies House, tribunal, or sector-regulator mapping as appropriate. If the matter is genuinely US or foreign-law, quarantine the foreign-law analysis and warn that local counsel/source verification is required.

Final Quality Gate (Mandatory)

Before marking the task complete, confirm:

• Jurisdiction/forum/procedure have been identified and are not imported from the wrong legal system.
• Current law, rules, forms, fees, deadlines, and public-body guidance have been verified from official sources where necessary.
• Every material factual assertion is tied to evidence, a source, an admission, an instruction, or a clearly labelled assumption.
• Prescription, limitation, time bar, appeal periods, service rules, competency, standing/title to sue, expenses/costs exposure, and enforcement have been considered where relevant.
• The output separates client-facing conclusions from internal risk analysis.
• Drafts include placeholders only where evidence or instructions are genuinely missing; no fabricated citations, authorities, quotes, dates, forms, or procedural steps are allowed.
• A hostile reviewer could reconstruct the reasoning from the evidence matrix and source log.