Legal playbook · AI Employee: Lex

Corporate Actions

Corporate actions complete + auditable

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The problem

Corporate actions — equity issuances, board consents, stockholder approvals, subsidiary formations, entity dissolutions, jurisdictional filings — are ad-hoc, paper-heavy, and easy to miss. General Counsel juggles them alongside daily contract work; some fall through cracks; missed filings create regulatory exposure or affect fundraising diligence years later.

At a glance
Trigger
Form
Approvals
Board / GC approval per action type
What it does
Writes to your systems
Systems
Carta · Ironclad
How it feels in production

An hour-by-hour walkthrough.

Board consent needed for a new equity issuance to a strategic hire. Lex picks up the trigger (equity grant record + approval requirement) and orchestrates: **Draft the corporate action** - Type: Board Written Consent for Equity Grant - Action: 40,000 ISOs to Priya Sharma, VP Engineering, at current 409A ($18.60) - Recipient: newly-hired VP - Board approval requirement per bylaws + Delaware law **Prepare the document** - Board consent language from corporate template - Attached: grant terms, 409A valuation, board resolution language - E-signature envelope to board members via DocuSign **Route + collect signatures** - All board members signature required (or majority per bylaws) - Follow-up nudges at 3 days, 7 days - Escalation to General Counsel if signatures missing at 10 days **File + cascade** - Signed consent filed in corporate records - Cascade updates: Carta (grant activation), HRIS (grant confirmation), audit trail - Regulatory filings if applicable (Rule 701 disclosure obligations, state filings for foreign qualification, etc.) Corporate action executed with clean audit trail. Next diligence sees clean corporate records; no scrambling.
How it works

Step by step.

  1. 01

    Detect corporate action trigger

    Equity grant, board decision needed, subsidiary formation, entity change. Automatic triggers from HRIS + Carta + business events.

    HRIS · Carta · Business event stream
  2. 02

    Draft the corporate action document

    Corporate template with populated details. Board consent language + supporting attachments.

    Corporate template library · Document generation
  3. 03

    Route for signatures via DocuSign

    Board members + required signatories. Nudge cadence for missing signatures.

    DocuSign · Board portal · Signature tracking
  4. 04

    File in corporate records + cascade

    Signed document to corporate records vault. Cascade updates to affected systems (Carta, HRIS).

    Corporate records · Carta · HRIS · Audit log
  5. 05

    Handle regulatory + jurisdictional filings

    Rule 701 disclosures, state filings, foreign qualifications. Filing schedule tracked; deadlines calendared.

    Regulatory filing · Deadline calendar · Compliance registry
Systems and wiring

What you connect to make this run.

Carta · Shareworks · Pulley · Equity platform

read+write

Equity issuances + grant activations tied to board consent. Cap table updates.

DocuSign · Adobe Sign · Board portal

read+write

Signature collection from board + officers. E-signature audit trail.

Corporate records vault · Ironclad

read+write

Executed documents filed for corporate governance. Diligence-ready records.

Regulatory filing systems · State + federal

read+write

Delaware franchise tax, state filings, federal (SEC where applicable) submissions on schedule.

What changes

Before and after, honestly.

Time from action trigger to signed
Before
2-6 weeks
After
5-10 business days
Missed regulatory filings
Before
3-8 per year
After
Zero
GC hours per corporate action
Before
4-12 hours
After
30-60 minutes (review only)
Diligence findings on corporate records
Before
10-40 per fundraise / M&A
After
Under 3
Related

Playbooks that pair with this one.

Finance

Equity & Stock Option Support

Equity grants trigger corporate action requirements.

HR

Compensation Requests

Comp with equity component triggers corporate actions.

Legal

Subprocessor List Management

Compliance tracking pattern shared with corporate governance.

Frequently asked

Answers about this playbook.

What about actions requiring stockholder approval (not just board)?

Stockholder approval flow with different signature requirements. Longer timeline; sometimes annual-meeting only.

How does it handle bylaws + charter amendments?

Amendment path with board + stockholder approval as required. Amendments filed with Delaware Secretary of State + effective-date coordination.

What about international corporate actions (subsidiary + branch entities)?

Jurisdictional-specific requirements per entity. Local counsel involvement + local filing procedures.

How does it interact with our board portal (Diligent, Nasdaq)?

Board portal integration for materials + signatures. Same corporate-action mechanism; delivered via preferred board tool.

What about consent + notice requirements for stockholder actions?

Notice requirements per bylaws + state law tracked. Consent gathering with appropriate lead time; notice periods respected.

See it run on your data.

Free plan, no credit card. Connect the systems this playbook needs and run it against a past event first.

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