How to Track Protective Provisions After the Close

How to track protective provisions is a veto ledger after close, not a primer on what a protective provision means. For each named action on the charter or SPA list, log the series, the source document, the vote threshold copied from that paper, whether consent arrived (yes, no, and the date), whether a waiver was granted (yes, no, and the date), and the related closing-pack PDF. Raziel's information-rights tracking page is the reporting book. Raziel's drag-along tracking page is the sale-drag notice. This page is the veto overlay: which acts need consent, whose consent, and whether that consent landed.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed section. Do not invent a majority-of-preferred default.

What this veto ledger is (and is not)

Cooley GO (Consider Control and Voting Rights, last reviewed June 10, 2014): negative controls are typically enumerated as protective provisions in the corporate charter. Common Cooley categories include dissolution or winding up, sale or merger, charter amendments, senior or pari passu securities, dividends, redemptions, borrowing above a threshold, and board size. That is Cooley's explainer, not this company's list. Carta (The Carta Team, July 11, 2025 and May 8, 2026) treats preferred stockholder veto rights as protective provisions: a short list of major decisions (selling the company or raising new debt) that need investors' permission.

The National Venture Capital Association (NVCA) October 2025 Model Certificate of Incorporation (fetched from NVCA) puts Preferred Stock Protective Provisions under Voting. Later clauses in that block cite Section 3.3. This edition does not put the veto list in Section 5. Section 5 is Mandatory Conversion. Section 5A is the optional pay-to-play conversion. Morrison Foerster's Ask a MoFo series: the provisions are most often in the charter and use a defined percentage that is typically "a majority" of outstanding preferred but can vary. Do not paste that typical as this company's vote.

Seven columns on one protective-provisions row

Open one row per issuer per series per named action. A charter veto and an SPA-only covenant are different rows. Copy each field.

• Series. The preferred series whose consent the paper names (or all Preferred voting as a single class).

• Source document (COI vs SPA). File, date, and section. The October 2025 NVCA model prints the named list in the Restated Certificate, not in the SPA (the SPA attaches that Certificate as Exhibit B). If your SPA names the act, mark source as SPA.

• Named action on the veto list. Copy the act as written. Do not collapse a sale veto into drag-along.

• Vote threshold copied. Paste holders, class, and percentage from the signed form. Do not paste "a majority of preferred."

• Consent received (yes / no / date). Date the written consent or meeting vote landed. If the act closed with no consent on file, mark no.

• Waiver (yes / no, date). Date a waiver was granted, and by whom.

• Related closing-pack PDF. The charter, SPA, written consent, waiver, or board pack that proves the row.

Copy the model list and fill-ins, not a blog default

Do not paste a market default as the vote. The signed document is the list. The October 2025 NVCA Model COI Word file (fetched from NVCA) illustrates one Section 3.3 package. Chapeau: at any time when at least [____] shares of Preferred (adjustment language is bracketed) are outstanding, the Corporation shall not effect the listed acts without the written consent or affirmative vote of the Requisite Holders (in addition to any other vote required by law or the Certificate). A bracketed sentence treats an unapproved act as null and void ab initio. Requisite Holders (Section 2.3.1): holders of at least [specify percentage] of the outstanding Preferred, voting together as a single class on an as-converted to Common Stock basis. Named acts in that form include liquidation or a Deemed Liquidation Event, charter or bylaw amendments, junior (optional or pari passu) stock, authorized-share changes, redemptions and dividends, subsidiaries, and a bracketed board-size clause. A further bracketed Requisite Directors block (the Board, optional including [a majority of] the Preferred Directors then seated) covers operational items: debt or contracts above $[_______] fill-ins, equity plans, CEO hiring, the annual budget, Tokens, and leases longer than the model's printed three years. Waiver: except as otherwise set forth, Preferred terms may be waived by the holders that would otherwise be required to amend those terms.

Cooley GO's Series Seed Restated Certificate (Section 2.3) prints a floor of 25% of the initially issued Preferred remaining outstanding and defines Requisite Holders as holders of a majority of outstanding Preferred voting as a single class on an as-converted basis. Those printed figures are Cooley's form, not this company's floor or vote. The October 2025 NVCA SPA Amendments and Waivers clause is a different fill-in: written consent of the Company and holders of at least [specify percentage] of the then-outstanding Shares. Requisite Purchasers means Purchasers holding [a majority] of the Shares issued under that Agreement.

When the ledger holds

The row holds if series and source are named, the action and vote threshold are copied from the PDF, consent and waiver are each a yes/no plus a date or a gap, and the closing-pack PDF is attached. It fails when you invent a majority-of-preferred trigger, paste Cooley's 25% floor as this company's cut, merge a sale veto into the drag-along row, or collapse information-rights deliveries into this book. If the share-outstanding floor lapses or the series converts, close the row. Raziel's startup investment tracker is the book those vetoes should sit on: documents, dates, cap tables, IRR and MOIC. Raziel does not interpret your charter. Copy the seven columns.