Facilitator Guide
Amended and Restated Certificates of Incorporation
Facilitator Guide
Amended and Restated Certificates of Incorporation
- Topic
- Venture Financing
- Duration
- Format
- Remote or in person
What’s Covered
- Overview of an Amended & Restated Certificate of Incorporation
- Authorized stock and common stock rights
- Dividends and liquidation
- Voting
- Conversion and anti-dilution protection
- Other common provisions
Before the Session
Prepare the Attendees
Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.
https://www.hotshotlegal.com/trainings/amended-and-restated-certificates-of-incorporation/attendee
Prepare Yourself
Watch the videos and read the exercise so you’re familiar with the Hotshot material.
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Course
Amended and Restated Certificates of Incorporation
A walkthrough of an Amended and Restated Certificate of Incorporation (also called the Amended and Restated Charter) used in a venture capital transaction, with a focus on the sections governing preferred stock.
During the Session
- Why does a company file an Amended & Restated Certificate of Incorporation in connection with a funding round?
- How many shares of stock must a company authorize in its Amended & Restated Certificate of Incorporation?
- What are the main things that an Amended & Restated Certificate of Incorporation covers?
- What is the difference between cumulative and non-cumulative dividends?
- What are some common protective provisions in the document?
- What’s a liquidation preference?
- When is preferred stock typically automatically convertible into common stock?
- In addition to the provisions about stock, what else might an Amended & Restated Certification of Incorporation include?
- Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
- General practice tips (dos and don’ts)
- Firm-specific guidance and practices
After the Session
About Hotshot
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