Open-Cap-Table-Coalition / Open-Cap-Format-OCF

Open Cap Format (OCF) - The Open Source Company Capitalization Data Standard. OCF can be used to structure and track the complex data structures necessary to build and maintain accurate capitalization (cap) tables.

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[Enhancement]: Add optional stockholder approval date fields to objects that only have board approval

arthur-clara opened this issue · comments

Description of Enhancement :

Right now, the only place that we allow the choice between board approval date and stockholder approval date is at the stock plan object. Everywhere else there is just the board approval date.

Recommendation is to add optional stockholder approval date to these other objects.

Why is this Needed?

Some companies may have amended bylaws / articles requiring stockholder approval over various transactions. Certain jurisdictions require stockholder approval for certain transactions. Allowing the flexibility for the user to have board or stockholder approval would increase the usability of OCF

Anything else we need to know?

For objects where board approval date is currently a required field, we could add stockholder approval date and make one of board or stockholder approval date required. Having just board approval date required could cause issues since if the company has a stockholder resolution and approval date, they probably will not have a board approval date.

Files with board_approval_date in them:

  1. StockClass.schema.json (added optional stockholder_approval_date)
  2. StockPlan.schema.json (already has stockholder_approval_date)
  3. Valuation.schema.json (added optional stockholder_approval_date)
  4. IssuerAuthorizedSharesAdjustment.schema.json (already has stockholder_approval_date)
  5. StockClassAuthorizedSharesAdjustment.schema.json (added optional stockholder_approval_date)
  6. StockPlanPoolAdjustment.schema.json (already has stockholder_approval_date)
  7. ConvertibleIssuance.schema.json (added optional stockholder_approval_date)
  8. EquityCompensationIssuance.schema.json (added optional stockholder_approval_date)
  9. StockIssuance.schema.json (added optional stockholder_approval_date)
  10. WarrantIssuance.schema.json (added optional stockholder_approval_date)
  11. Issuance.schema.json (added optional stockholder_approval_date)

board_approval_date is optional for all schemas EXCEPT for stockPlanPoolAdjustment. Do we want to make this requirement an either of board_approval_date or stockholder_approval_date

commented

Per TWG, let's make all of the required ones optional to conform the approach and provide more flexibility.