Protective Provisions Checker

Identify which actions trigger preferred stockholder veto rights under your charter

🛡 NVCA-standard provisions ⚖ Delaware law basis Sergei Tokmakov, Esq.

What action are you considering?

Select an action below to see whether it triggers protective provision consent requirements under standard NVCA documents.

Understanding Protective Provisions

Protective provisions are veto rights granted to preferred stockholders in the Certificate of Incorporation. They require the consent of a specified percentage (typically a majority) of the preferred stock before the company can take certain actions.

Key concepts:

  • Voting as a single class vs. voting as separate series
  • Majority vs. supermajority thresholds
  • Series-specific provisions (e.g., Series A has veto rights that Series Seed does not)
  • Protective provisions in the charter vs. contractual consent rights in the IRA

Planning a corporate action?

I help founders navigate protective provisions, obtain stockholder consents, and structure transactions to minimize consent requirements.

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Need Investor Consent?

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