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Turn a deal into a one-page board summary

Compresses a signed-or-nearly-signed agreement into the page a board actually votes from: headline economics, three ranked risks, what is still open, and a recommendation with checkable conditions.

About 15 minintermediateTransactional, In-house

Your prompt5,176 characters

Still to fill in: Deal documents or term sheet, Deal type, Your side

RoleYou are deal counsel who has briefed boards that read the memo in the elevator. You put the number they are voting on in the first sentence, you compress without deleting a term a director could later be asked why they approved, and you never let "market" stand in for an explanation of what a provision does.What I needA one-page board summary of this Deal type from the perspective of Your side. The board is being asked to: Approve and authorize signing. Write for this room: Who is on the board.InputsDeal documents: Deal documents or term sheet Deal type: Deal type Our side: Your side Board: Who is on the board Action requested: Approve and authorize signing Incorporation / governing law: State of incorporation / governing lawHow to work this1. Open with the number the board is voting on: deal type, counterparty, operative figure, one sentence. Where figures compete, lead with the one that moves the cap table. 2. Carry every number through exactly, with units and date. If two numbers in my paste contradict, flag the conflict instead of picking one. 3. Name the three terms that drive economics. One sentence each on what the term does to Your side under a bad outcome, not what it is called or whether it is customary. 4. Rank three risks by consequence, not by unusual drafting, and name the event that triggers each. 5. List every open issue with its status and who holds the pen. 6. Flag every approval this deal triggers under State of incorporation / governing law: class votes, interested-director procedure, charter amendments, preemptive rights, consents, each marked [VERIFY - confirm against the charter and financing documents]. 7. Give one recommended action matched to Approve and authorize signing, with conditions someone can check off later. "Subject to satisfactory resolution of open items" is not a condition. 8. One page. Cut adjectives and background before you cut a number, a risk, or an approval.Close with these four sections, every time, without being askedFor me, not the board package. Put them under "Counsel's notes". Assumptions I made. Every factual, legal, and economic assumption behind the page: which version is operative, what the fully diluted denominator includes, which approvals the charter requires, whether a side letter exists that I did not paste. Mark each [verify] or [safe]. Where this is weakest. The two or three sentences most likely to be wrong or read as a guarantee. Name the sentence. Flag any place compression may have dropped something material. What only you can decide. The calls I deliberately left to you, each as options with tradeoffs. At minimum: whether to recommend clean approval or approval subject to conditions: clean approval signs on schedule and leaves the board without a documented position on the open items, while conditional approval creates a record that the board weighed them and hands the counterparty a reason to reopen terms. Also yours: how much negotiation history belongs in the minutes, and whether a director's conflict requires recusal rather than disclosure. What would make this materially better. The input that would sharpen the next pass: the charter and certificate of designations, any side letter, the cap table with the post-money denominator, or what the board was told last quarter. Rank by impact.Output formatOne page: Headline (one sentence carrying the operative number), Economics (three drivers with values and consequences), Top risks (three, ranked, each with a trigger), Still open (issue, status, pen), Approvals required (each flagged), Recommendation (one action, checkable conditions, target date). Then counsel's notes.Never do this- If this page would work for any company approving any financing, it is too generic. Rebuild it from this deal's numbers and this company's position. - No hedging filler. Cut "arguably," "it should be noted," "generally speaking," and "market standard" used as a substitute for saying what a term does. Do not tell the board to consult counsel. You are counsel. - Every number, defined term, and section reference must come from the pasted documents or carry [UNVERIFIED - confirm against the execution version]. Never invent a figure, a percentage, or a section number. - Where a term's effect turns on a document I did not give you (the charter, an existing side letter, the cap table), say you do not know and name the document. Do not smooth over the gap with fluent prose. - Do not pad. A clean deal with two risks gets a short page. Length is not value.Before you answer- Does the headline carry the number the board is actually voting on? - Does every figure trace to the pasted documents, with conflicts flagged rather than resolved and anything unverifiable marked? - Could the least technical director restate each risk in their own words? - Are the conditions checkable later, and would this page be useless to a board approving a different deal? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Assume this page comes back as a deposition exhibit and the independent director who chairs the audit committee has to explain why the board approved it. She has approved a hundred of these and reads for what the memo does not say. Ask the questions as the chair. Write the three questions they ask in the meeting. For each, say whether the answer is on the page; if it is not, add it or explain why it belongs in the minutes instead. Then name the single sentence that could later be read as counsel guaranteeing an outcome, and rewrite it.

Go deeper

Pushes the work further once the basics are right.

A summary does not approve anything; a resolution does. Draft the two documents that follow this memo: the board resolution text adopting the transaction, with the conditions from your recommendation written as operative conditions rather than recitals, and a four-sentence minutes paragraph recording what the board was told, what it asked, and what it approved.

Before you run it

What to gather first

The term sheet or execution version, including any side letters and the signature-condition list
Your entity's state of incorporation and anything unusual in the charter about approvals
Who sits on the board and how many of them are lawyers or financial professionals
What the board was told about this deal last time, so the summary does not contradict it
The target signing date and what happens if the board defers

Watch for

Directors are protected by being informed. A term compressed out of the summary is a term the board did not consider, and that is the fact pattern that surfaces later.
Numbers must match the execution version exactly, including the fully diluted denominator and the post-money definition. The model will restate a percentage from memory of the paste and get it subtly wrong.
Approval requirements come from the charter, the certificate of designations, and existing investor agreements, not from the deal document you pasted. Confirm every one before the meeting.
Side letters and management carve-outs routinely carry the terms directors most want to know about. If you did not paste them, they are not in this summary.
Board materials are usually not privileged in the way the email transmitting them is. Assume this page could be produced.

What comes back

One page: headline sentence carrying the operative number; three economic drivers with values and consequences; three ranked risks each with a trigger; open issues with status and owner; approvals the deal triggers, flagged for confirmation; and a recommendation with checkable conditions and a target date. Counsel's notes follow separately, not for the board package.

See an example of what you’ll get

Headline. $25M Series C preferred financing led by Sequoia at $120M pre-money / $145M post, funding roughly 22 months of runway at current burn; targeted signing May 30. Economics. 1. Price: $120M pre-money, $8.41 per share. Existing common is diluted from 61% to 46.9% fully diluted, assuming the recut option pool below: the Series C takes 25 ÷ 145 = 17.2%, the pool takes 12%, and the 70.8% that remains splits among pre-round holders outside the pool, of which common is 61 ÷ 92. Founders drop below majority common for the first time. 2. Liquidation preference: 1x non-participating, with participation up to a 2x cap on a change of control. In a sale under about $40M, the Series C takes essentially the whole outcome and common receives nothing. 3. Option pool recut to 12% post-financing from 8%. The 4-point increase comes out of the pre-money, so it costs existing holders roughly $4.8M of value, the most expensive term on this page and the one least likely to be discussed. Top risks. 1. *Pay-to-play (§ 4.7).* If an existing preferred holder does not participate pro rata in the next round, its shares convert to common and it loses its preference. Trigger: a down round or a slow inside round. Two of our Series A holders are winding down their funds and are unlikely to participate. 2. *Drag-along (§ 6.2).* Triggered at 60% of preferred voting together plus a majority of common. Sequoia plus the Series B holders reach 60% without us. Trigger: an acquisition offer the founders oppose. 3. *Protective provisions (§ 5.1(c)).* The Series C consents separately to any annual operating budget. Trigger: the first budget cycle after closing. This converts a board matter into an investor veto. Still open. - Founder acceleration on change of control. Sequoia proposes single-trigger; we propose double-trigger. Status: their counsel holds the pen, response expected May 16. - Scope of the protective-provisions basket. We are pushing to strike the budget consent. Status: our redline sent May 12, no response. - Indemnification of the investor-designated director. Status: open, low value, likely conceded. Approvals required. - Board approval and stockholder approval of the charter amendment creating the Series C [VERIFY - confirm the required vote against Article IV of the current certificate]. - Series A and Series B protective-provision consents for a new senior series [VERIFY - confirm against § 5.1 of the existing certificate of designations, which I did not have]. - Two directors are Series B designees whose fund is participating in this round. Consider whether DGCL § 144 disinterested-director procedure applies [VERIFY]. Recommendation. Approve subject to (a) double-trigger acceleration for the four founders and the CTO, (b) deletion of the annual budget from § 5.1(c), and (c) receipt of written Series A and Series B consents before signing. If (b) is not obtainable, management should return to the board rather than sign. It is a governance change, not a price term. Counsel's notes Assumptions I made. The 12% pool is post-money and comes out of the pre-money valuation [verify - the term sheet says "post-financing" but does not say who bears it]. The fully diluted denominator includes all outstanding options and the full unissued pool [verify - the $8.41 per-share figure depends on this]. No side letter exists granting Sequoia additional information or pro rata rights [verify - you did not paste one, and there almost always is one]. Where this is weakest. "Costs existing holders roughly $4.8M of value" is my arithmetic on assumed inputs, not a figure from the documents; if the denominator is different, so is that number. Second: "Sequoia plus the Series B holders reach 60% without us" depends on a cap table I have not seen. What only you can decide. Whether to recommend clean approval or conditional approval. Clean approval keeps the May 30 signing and avoids signaling to Sequoia that the board is unsettled, but leaves no record that the board weighed the budget-consent provision, which is the term most likely to be litigated internally in eighteen months. Conditional approval documents the board's judgment and gives you leverage to strike § 5.1(c), at the cost of a week and the risk that Sequoia reopens the pool size in exchange. Also yours: whether the two Series B designees should recuse rather than merely disclose, which is a cleaner record and costs you two votes you probably want. What would make this materially better. (1) The current certificate of incorporation and certificate of designations: they determine every approval flagged above. (2) The cap table with the exact fully diluted denominator, which fixes the per-share price and the dilution figures. (3) Any side letter. (4) What the board was told in the March update about expected dilution, so this page does not contradict it.

Why this prompt is built the way it is

## Framework 1. **Headline is the vote.** Deal type, counterparty, and the operative number in one sentence. 2. **Numbers survive compression exactly.** Every figure carries its units and its date. An inconsistency in the source gets flagged, not resolved silently. 3. **Three economic drivers, explained by consequence.** What the term does under a bad outcome, not what it is called. 4. **Three risks ranked by consequence**, each with the trigger that would set it off. 5. **Every open issue with a status and an owner.** Directors approving a moving document need to know what is moving. 6. **Approvals the deal triggers** (class votes, interested-transaction procedures, charter amendments, consents), flagged for confirmation against the charter and bylaws. 7. **One recommended action, with conditions specific enough to check off.** 8. **Written for the least technical director in the room.** One page. Cut adjectives before you cut numbers.