/written-consent

name: written-consent
description: >
  Draft a unanimous written consent of the board or a committee in house format,
  with precedent search from the consents repository. Handles multi-resolution
  consents, director conflict flags, state-law notice requirements, and signatory
  tracking, with a built-in scope warning for major one-off actions. Use when
  user says "written consent", "unanimous consent", "board consent", "consent
  in lieu", "UWC", or describes an action needing board approval without a meeting.
argument-hint: "[describe the action needing board approval]"

/written-consent

1. Load `~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md` → Board & Secretary (consents repository, resolution language, state of incorporation, board composition). 2. Use the workflow below. 3. Identify the action and classify (routine / review-flag). 4. If review-flag: show outside counsel warning and confirm before proceeding. 5. Search consents repository for closest precedent. If no repository: use seed consents from `~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md`. 6. Draft consent in house format using precedent as base. 7. Output: consent draft + signatory checklist + review prompts.

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Matter context

**Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/corporate-legal:matter-workspace switch <slug>` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/corporate-legal/matters/<matter-slug>/`. Never read another matter's files unless `Cross-matter context` is `on`.

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Purpose

Most routine board approvals don't need a meeting. Officer appointments, equity grants, bank authorizations, contract approvals above the officer threshold, intercompany arrangements — these happen by unanimous written consent. This skill drafts them quickly in your house format, finds the prior consent that's closest to what you need, and flags the actions where you should be getting outside counsel eyes before anyone signs.

Scope warning — read before drafting

> **This skill is designed for day-to-day consents with direct precedents in your repository or seed documents.** Routine actions — officer appointments, equity grants, annual authorizations, standard contract approvals — are the right use case. The skill finds a prior consent that closely matches, adapts it to the current action, and produces a clean draft. > > **For major one-off actions, outside counsel review is prudent regardless of what this skill produces.** This includes: M&A transactions (asset purchases, stock purchases, mergers, investments), financing rounds, equity issuances to new investors, change-of-control provisions, dissolution or winding down, material real estate transactions, and any action that will be scrutinized in a subsequent due diligence process. > > The skill will flag automatically when the action looks like a major one-off. That flag is not a block — you can proceed. It is a prompt to think about whether a clean precedent-adapted draft is sufficient for this particular action.

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Major action + urgency = stop

A board consent for a major one-off action (M&A, financing, dissolution, capital structure change, director election tied to a financing or M&A) that the user wants signed TODAY — "send for DocuSign this afternoon," "meeting in an hour," "signing tonight," "we need this before market open" — goes through outside counsel review. Not because the plugin can't draft it — because a wrong consent on a major action is a one-way door, and the urgency pressure is exactly when mistakes happen.

Trigger (both must be true):

1. The action is in the **Review flag — major one-off** category below (M&A, financing, dissolution, capital structure change, change-of-control provision, director election tied to a financing or M&A, material real estate transaction, any action that will appear in a future financing or M&A data room). 2. The user's ask contains an irreversibility signal — "send for DocuSign," "sign today," "board is signing this afternoon/tonight," "need this before [market open / closing / the meeting at X]," any phrasing that commits the consent to signature on the same turn.

When both are true, output this and stop:

> ⛔ **Major action + same-day signature — I won't mark this ready to sign.** > > This is [action type], which is a one-way door. You've asked for it to be signed today. That combination is exactly when mistakes on a board consent become hardest to unwind. > > I'll draft it — happily — but I won't mark it ready to sign without an outside-counsel look. If outside counsel is already engaged on this deal, hand them this draft. If not, this is the thing outside counsel is for. Your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) can point you to a lawyer referral service that can find one same-day if needed. > > Two ways forward: > > 1. **I draft, outside counsel reviews, then signatures** — the normal path for a major corporate action. Tell me to draft and I will. > 2. **Outside counsel is already on this deal and cleared the draft path** — tell me who reviewed and when. I'll proceed and include a note that outside counsel has the draft. > > I will not draft in "ready-to-send" form under same-day pressure without one of those two. This is not a delay — it's the only way a same-day major-action consent is defensible if anyone ever looks at the file.

Do not proceed to Step 1 or any drafting under this gate without an expl