Drafting amended and restated certificates of incorporation is tedious, time-consuming work that requires translating term sheet provisions into precise Delaware corporate law language. Corporate attorneys spend hours ensuring preferred stock rights, anti-dilution provisions, and protective provisions are correctly formatted while cross-referencing multiple source documents and maintaining compliance with DGCL Sections 242 and 245.
Drafting amended and restated certificates of incorporation for preferred stock financings requires translating complex term sheets into precise legal provisions covering liquidation waterfalls, anti-dilution mechanics, and protective rights. Manual drafting takes 6-8 hours and risks mathematical errors, inconsistent definitions, and misalignment with transaction documents that can derail closings or create future disputes.
CaseMark analyzes your term sheet and cap table to automatically generate a complete, filing-ready Delaware certificate with mathematically accurate capital structure, properly structured liquidation preferences, weighted-average anti-dilution formulas, and comprehensive protective provisions. The AI ensures perfect alignment across all transaction documents and flags any discrepancies or missing information before you finalize.
This workflow is applicable across multiple practice areas and use cases
Certificates of Incorporation are foundational documents required for forming Delaware corporations, particularly for startups planning future equity financing rounds.
Corporate formation attorneys regularly draft certificates of incorporation as the primary governing document when incorporating new businesses, and this workflow directly addresses that core formation task with Delaware-specific compliance.
Corporate finance attorneys structure preferred stock terms and capital structures when companies raise equity financing beyond venture capital contexts, including growth equity and mezzanine financing.
The workflow's ability to draft preferred stock rights, anti-dilution provisions, and liquidation preferences is directly applicable to any equity financing transaction requiring charter amendments, not just VC deals.
Corporate governance attorneys amend certificates of incorporation to modify capital structures, director liability provisions, and stockholder rights as companies evolve through different stages.
Certificates of incorporation are core governance documents that require periodic amendments for stock splits, authorized share increases, and governance changes, all of which this workflow can generate efficiently.
Securities attorneys ensure charter provisions comply with securities laws and properly document preferred stock rights in private placements and exempt offerings under Regulation D.
The workflow generates securities-compliant preferred stock terms and charter language essential for private securities offerings, which securities attorneys must draft and review for regulatory compliance.
M&A attorneys review and analyze certificates of incorporation to understand liquidation preferences, conversion rights, and protective provisions that affect deal economics and stockholder approvals.
Understanding charter provisions is critical in M&A transactions for calculating waterfall distributions and identifying required stockholder consents, and this workflow helps draft clean charter amendments pre-transaction.
You need to upload the term sheet containing the economic terms (valuation, price per share, liquidation preference, anti-dilution method) and a current capitalization table. CaseMark will extract all necessary details including the series designation, authorized shares, conversion terms, protective provisions, and board composition. If you have the existing certificate, stock purchase agreement, or other transaction documents, uploading those ensures even greater accuracy and consistency across all documents.
CaseMark automatically drafts the complete legal language for participating vs. non-participating preferred structures, including participation caps if specified in your term sheet. For anti-dilution, it generates the full broad-based weighted-average formula with proper definitions of the outstanding share base and all standard carve-outs for option grants, equipment financing, and other exempt issuances. The AI calculates and verifies that authorized share numbers accommodate potential anti-dilution adjustments.
Yes, CaseMark generates a complete, properly formatted certificate that meets all Delaware filing requirements under DGCL Sections 242 and 245. The document includes all required elements: proper heading, certification language, recitals of adoption, all substantive articles, and execution section. You simply need to have an authorized officer sign and submit it for filing. The AI ensures compliance with Delaware law including proper registered agent designation and statutory exculpation language.
When you upload multiple transaction documents, CaseMark cross-references all defined terms, economic provisions, and governance rights across the term sheet, stock purchase agreement, investors' rights agreement, and certificate. It flags any inconsistencies in valuation, share numbers, protective provisions, or other terms and requests clarification before finalizing the draft. This ensures your entire financing package is internally consistent and eliminates the risk of conflicting provisions that could cause problems at closing or later.
Absolutely. CaseMark can draft certificates that create new series while restating existing series of preferred stock, ensuring all rights are properly preserved and the priority among series is correctly established. It handles complex multi-series structures including different liquidation preferences, seniority arrangements, separate series voting rights, and series-specific protective provisions. The AI verifies that the total authorized preferred stock accommodates all series and maintains mathematical accuracy across the entire capital structure.