Protective Provisions and Preferred Consent Log
Not legal advice. The exact list of protective provisions, the consent threshold, and who can give consent are in your certificate of incorporation, investors' rights or voting agreement, and any side letters. Company counsel decides what applies. This log only tracks it.
Many venture- and PE-backed companies need a separate preferred-holder or investor consent for some actions, beyond the board vote. Typical examples include a new financing, changing the option pool, taking on debt over a threshold, selling the company, or changing the charter. A board approval without that consent can leave a gap that shows up in diligence.
Part 1. Your reserved matters (fill in once, from the documents)
| Reserved matter (short title) | Source (document and section) | Who must consent (board only / majority preferred / named investor / series) | Notes |
|---|---|---|---|
Part 2. Decision log
| Date | Board decision | Reserved matter(s) touched | Consent needed from | Consent obtained? (Y/N/pending) | Evidence (written consent, signed email, signature page) | Owner |
|---|---|---|---|---|---|---|
Checklist
- Part 1 is built from the documents, not from memory.
- Each board approval is checked against Part 1 before the vote.
- "Pending" consents have an owner and a date.
- Evidence of consent is attached to the decision, not only in someone's inbox.
- Counsel reviewed any decision where the threshold was unclear.
See it in Prepared Board
Prepared Board keeps a reserved-matters list in board settings, lets a Chair or Secretary tag a decision with the matters it touches, and shows a soft cue ("Reserved matter tagged: preferred consent recorded?") when a tag typically needs preferred consent and no linked written consent or labeled evidence is on the record. The cue never blocks a vote. Try it on Northlight Robotics: sign in as a sample board (see /sample-decision) (demo password on /facts).
Product claims stay within /facts and /agent-facts.json.