Facilitator Guide

Amended and Restated Certificates of Incorporation

Facilitator Guide

Amended and Restated Certificates of Incorporation

Topic: Venture Financing
Duration: 1 hr
Format: Remote or in person

What’s covered

Overview of an Amended & Restated Certificate of Incorporation
Authorized stock and common stock rights
Dividends and liquidation
Voting
Conversion and anti-dilution protection
Other common provisions

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/amended-and-restated-certificates-of-incorporation/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

Amended and Restated Certificates of Incorporation

A walkthrough of an Amended and Restated Certificate of Incorporation (also called the Amended and Restated Charter) used in a venture capital transaction, with a focus on the sections governing preferred stock.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

Why does a company file an Amended & Restated Certificate of Incorporation in connection with a funding round?
How many shares of stock must a company authorize in its Amended & Restated Certificate of Incorporation?
What are the main things that an Amended & Restated Certificate of Incorporation covers?
What is the difference between cumulative and non-cumulative dividends?
What are some common protective provisions in the document?
What’s a liquidation preference?
When is preferred stock typically automatically convertible into common stock?
In addition to the provisions about stock, what else might an Amended & Restated Certification of Incorporation include?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Venture Financing topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.