Define the disputed objective
Identify the action a board, owner, founder or shareholder wants to take—or prevent.
Governance forensics
The answer is often buried in the record.
Corporate authority does not come from recollection or intent. It comes from the governing documents, approvals, ownership records and actions accumulated over the life of the enterprise.
The operating problem
Most governance disputes begin with an incomplete history.
Companies amend bylaws, issue equity, borrow money, change directors and approve transactions over many years. Records become fragmented. Drafts are confused with final documents. When control or authority is challenged, the first requirement is a defensible reconstruction of what actually occurred.
Process protects the board. Documentation proves the process.
The engagement
A disciplined process. A defensible result.
Reconstruct the chronology
Trace formation documents, amendments, approvals, ownership changes, debt and equity transactions from the beginning.
Test authority and compliance
Compare the record with bylaws, operating agreements, shareholder agreements, resolutions and applicable governance requirements.
Report the defensible conclusion
Identify available paths, missing authority, documentary conflicts and the governance work required next.
Scope
Where the work applies.
- Certificates of formation or incorporation
- Bylaws and operating agreements
- Board and shareholder consents
- Minutes, resolutions and amendments
- Capitalization and equity grants
- Subscription and shareholder agreements
- Promissory notes and loan agreements
- Voting, control and approval rights
Governance forensics does not manufacture authority that never existed. It determines whether the record supports the proposed action and documents the conclusion.