corporate-counsel

Original：🇺🇸 English

Translated

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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Sourcedaemon-blockint-tech/agentic-enteprises-skill

Added on2026-05-20

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npx skill4agent add daemon-blockint-tech/agentic-enteprises-skill corporate-counsel

SKILL.md Content

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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
```
,
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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
```